Common use of Delivery of Software Clause in Contracts

Delivery of Software. (a) Until the expiration of two (2) years from the Trigger Date, either party may request one (1) copy of Software or other electronic content maintained on the other party’s intranet or other computer network (“Electronic Materials”) that (i) is subject to the license granted to such requesting party under this Article II, (ii) has not already been provided to the requesting party, (iii) is not otherwise in the requesting party’s possession and (iv) is not used to provide any GE Services or Company Services, as the case may be, to the requesting party or its Affiliates under the Transition Services Agreement, provided that if such requesting party has access to such intranet or computer network, such requesting party has first used commercially reasonable efforts to obtain such Software or Electronic Materials directly from such intranet or computer network prior to making such request. Subject to Section 2.03, the delivering party shall make available or deliver to the requesting party a copy of any such Software or Electronic Materials that is in existence at the time of such request and current as of the Closing Date; provided, however, that the delivering party may, at its sole discretion, make available or deliver a version of such Software and Electronic Materials that is current on or about the date of such request and includes upgrades, updates and other modifications made to such Software and Electronic Materials since the Closing Date. Any upgrades, updates or other modifications to Software and Electronic Materials that are made available or delivered to the requesting party pursuant to this Section 2.09 and Controlled by the delivering party as of the date they are made available or delivered shall be deemed to be GE Intellectual Property if made available or delivered by GE or its Affiliates, or Genworth Intellectual Property if made available or delivered by Genworth or its Affiliates, notwithstanding that such upgrades, updates or other modifications were not used, held for use or contemplated to be used by the receiving party as of the Closing Date or Controlled by the delivering party as of the Closing Date. (b) All Software, Electronic Materials and upgrades, updates or other modifications thereto required to be made available to or delivered to a Licensee pursuant to Section 2.09(a), will be delivered by the Licensor to the Licensee electronically, or with the assistance of the Licensor, downloaded by the Licensee from the Internet, provided that the Licensee complies with all reasonable security measures implemented by the Licensor.

Delivery of Software. (a) Until For so long as GE and/or any of its Subsidiaries owns, directly or indirectly, at least twenty percent (20%) of the expiration of two (2) years from equity interest in Company, the Trigger Date, either party Licensee may request one (1) copy of Software or other electronic content maintained on the other partyLicensor’s intranet or other computer network (“Electronic Materials”) that (i) is subject to the license granted to such requesting party the Licensee under this Article ARTICLE II, (ii) has not already been provided to the requesting partyLicensee, and (iii) is not otherwise in the requesting partyLicensee’s possession and (iv) is not used to provide any GE Services or Company Services, as the case may be, to the requesting party or its Affiliates under the Transition Services Agreement, provided that if such requesting party has access to such intranet or computer network, such requesting party has first used commercially reasonable efforts to obtain such Software or Electronic Materials directly from such intranet or computer network prior to making such requestpossession. Subject to Section 2.03, the delivering party Licensor shall make available or deliver to the requesting party Licensee, in a mutually acceptable format, a copy of any such Software or Electronic Materials that is in existence at the time of such request and current as of the Closing Date; provided, however, that the delivering party Licensor may, at its sole discretion, make available or deliver a version of such Software and Electronic Materials that is current on or about the date of such request and includes upgrades, updates and other modifications made to such Software and Electronic Materials since the Closing Date. Any upgrades, updates or other modifications to Software and Electronic Materials that are made available or delivered to the requesting party Licensee pursuant to this Section 2.09 3.06 and Controlled by the delivering party Licensor as of the date they are made available or delivered shall be deemed to be GE Comcast Licensed Intellectual Property if made available or delivered by GE Comcast or its AffiliatesSubsidiaries, or Genworth Company Licensed Intellectual Property if made available or delivered by Genworth Company or its Affiliates, notwithstanding that such upgrades, updates or other modifications were not used, held for use or contemplated to be used by the receiving party as of the Closing Date or Controlled by the delivering party as of the Closing DateSubsidiaries. (b) All Software, Electronic Materials and upgrades, updates or other modifications thereto required to be made available to or delivered to a the Licensee pursuant to Section 2.09(a3.06(a), will shall be delivered by the Licensor to the Licensee electronically, or with the assistance of the Licensor, downloaded by the Licensee from the Internet, provided that the Licensee complies with all reasonable security measures implemented by the Licensor.

Delivery of Software. (a) Until For so long as GE and/or any of its Subsidiaries owns, directly or indirectly, at least twenty percent (20%) of the expiration of two (2) years from equity interest in Company, the Trigger Date, either party Licensee may request one (1) copy of Software or other electronic content maintained on the other partyLicensor’s intranet or other computer network (“Electronic Materials”) that (i) is subject to the license granted to such requesting party the Licensee under this Article ARTICLE II, (ii) has not already been provided to the requesting partyLicensee, and (iii) is not otherwise in the requesting partyLicensee’s possession and (iv) is not used to provide any GE Services or Company Services, as the case may be, to the requesting party or its Affiliates under the Transition Services Agreement, provided that if such requesting party has access to such intranet or computer network, such requesting party has first used commercially reasonable efforts to obtain such Software or Electronic Materials directly from such intranet or computer network prior to making such requestpossession. Subject to Section 2.03, the delivering party Licensor shall make available or deliver to the requesting party Licensee, in a mutually acceptable format, a copy of any such Software or Electronic Materials that is in existence at the time of such request and current as of the Closing Date; provided, however, that the delivering party Licensor may, at its sole discretion, make available or deliver a version of such Software and Electronic Materials that is current on or about the date of such request and includes upgrades, updates and other modifications made to such Software and Electronic Materials since the Closing Date. Any upgrades, updates or other modifications to Software and Electronic Materials that are made available or delivered to the requesting party Licensee pursuant to this Section 2.09 3.06 and Controlled by the delivering party Licensor as of the date they are made available or delivered shall be deemed to be GE Licensed Intellectual Property if made available or delivered by GE or its AffiliatesSubsidiaries, or Genworth Company Licensed Intellectual Property if made available or delivered by Genworth Company or its Affiliates, notwithstanding that such upgrades, updates or other modifications were not used, held for use or contemplated to be used by the receiving party as of the Closing Date or Controlled by the delivering party as of the Closing DateSubsidiaries. (b) All Software, Electronic Materials and upgrades, updates or other modifications thereto required to be made available to or delivered to a the Licensee pursuant to Section 2.09(a3.06(a), will shall be delivered by the Licensor to the Licensee electronically, or with the assistance of the Licensor, downloaded by the Licensee from the Internet, provided that the Licensee complies with all reasonable security measures implemented by the Licensor.