Common use of Existing Materials Clause in Contracts

Existing Materials. Citizens acknowledges that, in the course of delivering the Services, Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents, copyrights, or other intellectual property that have been previously developed, purchased, licensed, or acquired by Vendor or by third parties (collectively, the "Pre-Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embed or has embedded Pre-Existing Materials in the Work Product or Services, Vendor must first obtain written approval from Citizens. If and to the extent any Pre-Existing Materials of Vendor are embedded or incorporated in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Pre-existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others to do any or all of the foregoing for Citizens’ internal business purposes only. If and to the extent any Pre-Existing Materials of third parties are embedded or incorporated in the Work Product, Vendor shall secure for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform such Pre-Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work Product, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, (b) sublicense all or any portion of the foregoing rights to an affiliate or a third-party vendor of Citizens. This Subsection does not apply to standard office software (for example, Microsoft Office). If and to the extent any Pre-Existing Materials of third parties are embedded or incorporated in the Services, Vendor agrees that: (a) any license of the Pre-Existing Materials between Vendor and any third parties shall not impose any additional restrictions on Citizens’ use of the Services; (b) any license of the Pre-Existing Materials between Vendor and any third parties shall not negate or amend the rights granted by Vendor to Citizens or the obligations undertaken by Vendor under the Agreement with respect to the Services; (c) it shall pass through to Citizens all warranties and indemnities provided by any third-party for the Pre-Existing Materials and will reasonably cooperate with Citizens in enforcing them; (d) the Pre-Existing Materials shall be subject to all warranties, indemnities, and other requirements of the Agreement; (e) it warrants that the Pre-Existing Materials are in compliance with any associated open-source licenses and that Citizens shall not be required to disclose any Citizens source code for any use of the Services permitted under the Agreement; and, (f) any open-source license terms for the Pre-Existing Materials incorporated as a part of the Agreement shall take precedence over the Agreement to the extent that the Agreement imposes greater restrictions on Citizens than the applicable open-source license terms. The provisions of this Section shall survive the termination of the Agreement or any terminated part thereof.

Existing Materials. Citizens acknowledges that, in the course of delivering performing the Services, Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents, copyrights, or other intellectual property that have been previously developed, purchased, licensed, or acquired by Vendor or by third parties (collectively, the "Pre-Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embed or has embedded Pre-Existing Materials in the Work Product or ServicesProduct, Vendor must first obtain written approval from Citizens. If and to the extent any Pre-Existing Materials of Vendor are embedded or incorporated in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Pre-existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others to do any or all of the foregoing for Citizens’ internal business purposes only. If and to the extent any Pre-Existing Materials of third parties are embedded or incorporated in the Work Product, Vendor shall secure for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform such Pre-Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work Product, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, (b) sublicense all or any portion of the foregoing rights to an affiliate or a third-third party vendor service provider of Citizens. This Subsection Section does not apply to standard office software (for examplee.g., Microsoft Office). If and to the extent any Pre-Existing Materials of third parties are embedded or incorporated in the Services, Vendor agrees that: (a) any license of the Pre-Existing Materials between Vendor and any third parties shall not impose any additional restrictions on Citizens’ use of the Services; (b) any license of the Pre-Existing Materials between Vendor and any third parties shall not negate or amend the rights granted by Vendor to Citizens or the obligations undertaken by Vendor under the Agreement with respect to the Services; (c) it shall pass through to Citizens all warranties and indemnities provided by any third-party for the Pre-Existing Materials and will reasonably cooperate with Citizens in enforcing them; (d) the Pre-Existing Materials shall be subject to all warranties, indemnities, and other requirements of the Agreement; (e) it warrants that the Pre-Existing Materials are in compliance with any associated open-source licenses and that Citizens shall not be required to disclose any Citizens source code for any use of the Services permitted under the Agreement; and, (f) any open-source license terms for the Pre-Existing Materials incorporated as a part of the Agreement shall take precedence over the Agreement to the extent that the Agreement imposes greater restrictions on Citizens than the applicable open-source license terms. The provisions of this Section shall survive the termination of the Agreement or any terminated part thereofthis Agreement. Changes.