Common use of Distribution License; Demonstration License; Sublicenses; Restrictions Clause in Contracts

Distribution License; Demonstration License; Sublicenses; Restrictions. Subject to the terms and conditions hereof and only for the term hereof and for the sole purpose of distributing and demonstrating the Product, Interwise hereby grants to Company a non-exclusive, non-transferable, worldwide license to (i) install, use, and integrate the Products into the Docent Solution for the sole purpose of testing the integrated Products and providing installation, implementation, training and maintenance services for the Products to Customers; (ii) operate the Products on Company’s own server located at its headquarters or at other locations specified by the Company, and permit a single tier of Authorized Resellers to operate the Products at their facilities, only for the purpose of providing Customers with access to and use of the Products via the Internet pursuant to the terms of this Agreement; (iii) reproduce, distribute, and sublicense the Product directly, and through a single tier of Authorized Resellers, and may include the right to permit Docent to grant access to and use of the Products residing on the Company’s servers via the Internet, only in compliance with the terms of this Agreement (items i, ii, and iii of this section collectively referred to as the “Distribution License”) ; (iv) reproduce and sublicense the right to reproduce the Products through a single tier of Authorized Resellers, each copy to be used by the Company or it’s single tier of Authorized Resellers solely for demonstration, promotion and training purposes as part of the marketing and distribution of the Products, to be used only on Company’s or its Authorized Reseller’s standalone computers at Customer sites (each such copy a “Demonstration License”); (v) reproduce, sublicense, and distribute directly, or through a single tier of Authorized Resellers, the Products to prospective customers for evaluation, proof of concept, or similar non-production purposes for use by the prospective customers for a term of ninety (90) days or less from the date of installation (“Evaluation License”) and (vi) provide directly, or through a single tier of Authorized Resellers, installation, implementation, training and maintenance services to its Customers. Any internal use of the product for Company business or in operating a production environment is strictly prohibited by the foregoing Distribution License and requires a separate agreement between the parties. Company is authorized to grant sublicenses to Customers only in conformity in all material respects with terms of the Customer License terms provided on Schedule B or on the Docent Customer License. Except for the rights or licenses expressly granted in this Agreement Company acknowledges this Agreement does not transfer any intellectual property rights, and that Interwise owns all rights in the Products including without limitation, copyright, patent, trademark and all other intellectual property rights therein. Company shall retain all intellectual property right to its trademarks as used on the Products.

Distribution License; Demonstration License; Sublicenses; Restrictions. Subject to the terms and conditions hereof and only for the term hereof and for the sole purpose of distributing and demonstrating the Product, Interwise hereby grants to Company a non-exclusivenonexclusive, non-transferable, worldwide license to (i) install, use, and integrate the Products into the Docent Solution for the sole purpose of testing the integrated Products and providing installation, implementation, training and maintenance services for the Products to Customers; (ii) operate the Products on Company’s own server located at its headquarters or at other locations specified by the Company, and permit a single tier of Authorized Resellers to operate the Products at their facilities, only for the purpose of providing Customers with access to and use of the Products via the Internet pursuant to the terms of this Agreement; (iii) reproduce, distribute, and sublicense the Product directly, and through a single tier of Authorized Resellers, and may include the right to permit Docent to grant access to and use of the Products residing on the Company’s servers via the Internet, only in compliance with the terms of this Agreement (items i, ii, and iii of this section collectively referred to as the “Distribution License”) ; (iv) reproduce and sublicense the right to reproduce the Products through a single tier of Authorized Resellers, each copy to be used by the Company or it’s single tier of Authorized Resellers solely for demonstration, promotion and training purposes as part of the marketing and distribution of the Products, to be used only on Company’s or its Authorized Reseller’s standalone computers at Customer sites (each such copy a “Demonstration License”); (v) reproduce, sublicense, and distribute directly, or through a single tier of Authorized Resellers, the Products to prospective customers for evaluation, proof of concept, or similar non-production purposes for use by the prospective customers for a term of ninety (90) days or less from the date of installation (“Evaluation License”) and (vi) provide directly, or through a single tier of Authorized Resellers, installation, implementation, training and maintenance services to its Customers. Any internal use of the product for Company business or in operating a production environment is strictly prohibited by the foregoing Distribution License and requires a separate agreement between the parties. Company is authorized to grant sublicenses to Customers only in conformity in all material respects with terms of the Customer License terms provided on Schedule B or on the Docent Customer License. Except for the rights or licenses expressly granted in this Agreement Company acknowledges this Agreement does not transfer any intellectual property rights, and that Interwise owns all rights in the Products including without limitation, copyright, patent, trademark and all other intellectual property rights therein. Company shall retain all intellectual property right to its trademarks as used on the Products.

Distribution License; Demonstration License; Sublicenses; Restrictions. Subject to the terms and conditions hereof and only for the term hereof and for the sole purpose of distributing and demonstrating the ProductProduct as part of a Docent Solution, Interwise hereby grants to Company a non-exclusive, non-transferable, worldwide license to (i) install, use, use and integrate modify the Products into the Docent Solution for the sole purpose of of: embedding the Products in object code in a Docent Solution, testing the integrated modified Products and Docent Solution and providing installation, implementation, training and maintenance services for the Docent Products to Customers; (ii) operate the Products on Company’s own server located either at its headquarters 2000 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx or at other locations specified by the Company, and permit a single tier of Authorized Resellers Resellers, as set forth in Exhibit F of the first Amendment, which may be amended from time to operate time by mutual agreement of the Products parties, of the Docent Solution to do the same at their facilitiesa location specified by each such Authorized Reseller, but only for the purpose purposes of providing Customers with access to and use of the Products via the Internet pursuant to the terms of this AgreementAgreement * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. as part of a Docent Solution; (iii) reproduce, distribute, distribute and sublicense the Product directly, directly and through a single tier of Authorized ResellersResellers only as part of a Docent Solution solely to Customers, and which Docent Solution may include the right to permit the Docent Products to grant access to and use of the Products residing on the Company’s servers via the Internet, only in compliance with the terms of this Agreement (items i, ii, ii and iii of this section collectively referred to as the “Distribution License”) ); (iv) reproduce and sublicense the right to reproduce the Products through a single tier of Authorized Resellersdistribution, each copy to be used by the Company or it’s single tier of Authorized Resellers Reseller solely for demonstration, promotion and training purposes as part of the marketing and distribution of the ProductsProducts as part of a Docent Solution, to be used only on Company’s or its Authorized Reseller’s Resellers’ standalone computers at Customer Customers’ sites (each such copy a “Demonstration License”); (v) reproduce, sublicensesublicense and distribute, and distribute directly, directly or through a single tier of Authorized Resellers, the Products to prospective customers as part of a Docent Solution for evaluation, proof of concept, or similar non-production purposes for use by the prospective customers for with a term of ninety (90) days or less from the date of installation by such prospective customer (“Evaluation License”) and (vi) provide directlyprovide, directly or through a single tier of Authorized Resellers, installation, implementation, training and maintenance services to its Customers. Any internal use of the product Product for Company Company’s business operations or in operating a production environment is strictly prohibited by the foregoing forgoing Distribution License and requires a separate agreement between the parties. Company is authorized to grant sublicenses to Customers only in conformity in all material respects with terms of the Customer License terms provided on Schedule B or on the Docent Customer License. Except for the rights or licenses expressly granted in this Agreement Agreement, Company acknowledges this Agreement does not transfer any intellectual property rights, and that Interwise owns all rights in the Products including including, without limitation, copyright, patent, trademark and all other intellectual property rights therein. Company shall retain all intellectual property right rights to its trademarks as used on the Products.

Distribution License; Demonstration License; Sublicenses; Restrictions. Subject to the terms and conditions hereof and only for the term hereof and for the sole purpose of distributing and demonstrating the ProductProduct as part of a Docent Solution, Interwise hereby grants to Company a non-exclusive, non-transferable, worldwide license to (i) install, use, use and integrate modify the Products into the Docent Solution for the sole purpose of embedding the Products in object code in a Docent Solution and testing the integrated modified Products and providing installation, implementation, training and maintenance services for the Products to CustomersDocent Solution; (ii) operate the Products on Company’s own server located either at its headquarters 2000 Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx or at other locations specified by the Company, and permit a single tier of Authorized Resellers to operate the Products at their facilities, but only for the purpose purposes of providing Customers with access to and use of the Products via the Internet pursuant to the terms of this AgreementAgreement as part of a Docent Solution; (iii) reproduce, distribute, distribute and sublicense the Product directlyonly as part of a Docent Solution solely to Customers, and through a single tier of Authorized Resellers, and which Docent Solution may include the right to permit the Docent Products to grant access to and use of the Products residing on the t Company’s servers via the Internet, , only in compliance with the terms of this Agreement (items i, ii, ii and iii of this section collectively referred to as the “Distribution License”) ); (iv) reproduce and sublicense the right to reproduce the Products through a single tier of Authorized ResellersProducts, each copy to be used by the a single Company or it’s single tier of Authorized Resellers user solely for demonstration, promotion and training purposes as part of the marketing and distribution of the ProductsProducts as part of a Docent Solution, to be used only on Company’s or its Authorized Reseller’s standalone computers at Customer Customers’ sites (each such copy a “Demonstration License”); (v) reproduce, sublicense, sublicense and distribute directly, or through a single tier of Authorized Resellers, the Products to prospective customers as part of a Docent Solution for evaluation, proof of concept, or similar non-production purposes for use by the prospective customers for with a term of ninety (90) days or less from the date of installation by such prospective customer (“Evaluation License”) and (vi) provide directly, or through a single tier of Authorized Resellers, installation, implementation, training and maintenance services to its Customers. Any internal use of the product Product for Company Company’s business operations or in operating a production environment is strictly prohibited by the foregoing forgoing Distribution License and requires a separate agreement between the parties. Company is authorized to grant sublicenses to Customers only in conformity in all material respects with terms of the Customer License terms provided on Schedule B or on the Docent Customer License. Except for the rights or licenses expressly granted in this Agreement Agreement, Company acknowledges this Agreement does not transfer any intellectual property rights, and that Interwise owns all rights in the Products including including, without limitation, copyright, patent, trademark and all other intellectual property rights therein. Company shall retain all intellectual property right rights to its trademarks as used on the Products.