Common use of Grant of Certain Rights Clause in Contracts

Grant of Certain Rights. (a) CASI hereby grants to RESELLER, and RESELLER hereby accepts, the non-exclusive worldwide right, subject to the other provisions of this Agreement, (i) to use and modify the Source Code to the Products to create Derivative Works of the Products incorporating modifications, enhancements and custom configurations of the Products, (ii) to use the Products and Derivative Works, in Source Code and Object Code form, to provide services to RESELLER's Customers and sublicensees and (iii) to market, distribute, license and support the Products and Derivative Works, in object-code form, to RESELLER's Customers and sublicensees. Notwithstanding anything herein to the contrary, RESELLER's rights to the Source Code shall only become effective in the event RESELLER is entitled to receive the Source Code pursuant to the Restated License (as defined below). (b) RESELLER acknowledges that CASI shall have the unrestricted right to market, distribute and support the Products (except in those exclusive territories as set forth in the Amended and Restated License Agreement entered into between the parties hereto and Glasgal as of the date of this Agreement ("Restated License")), directly and through authorized third parties, without any obligation to RESELLER under this Agreement, unless otherwise agreed in writing by CASI. Notwithstanding the above, CASI shall not enter into any agreement with a third party which provides for the right to license or resell the Products in the countries comprising Asia, the Pacific Rim, Japan or Australia without allowing RESELLER a first right of refusal to create an agreement with such third party as a distributor and/or sub-licensee and/or first offering RESELLER the right to license or resell on terms and conditions, including price, equivalent to those contained in the proposed third party agreement. (c) RESELLER shall have the right, without charge, to use one (1) limited evaluation copy of each Product for demonstration purposes during the term hereof. Such copy shall be restricted to use for internal testing of the product, training of Reseller employees, or demonstration to prospective Customers, and shall be subject to the terms and conditions (other than the payment terms) of the Trial License Agreement. In addition to the provisions of the License Agreement, Reseller agrees that it will not use the evaluation copy on behalf of, or for use by, any Customer, or receive any monetary compensation from any third party for the use directly or indirectly of the evaluation copy. Any use of the evaluation copy in support of, or directly applied to, the provision of integration services shall be a violation of sections 6 and 7 of this Agreement. (d) RESELLER shall have the right to engage sub-distributors to market and distribute the Products, in object code form only, under the same terms and conditions contained in this Agreement; provided, however, that RESELLER shall have no right to engage sub-distributors without CASI's consent unless such sub-distributor qualifies under the following terms: the potential sub-distributor (or any predecessor or affiliated entity thereto) (i) shall have been in the computer technology integration business for not less than three (3) years; and (ii) shall have had annual revenues of not less than One Million Dollars ($1,000,000) in each of its last three (3) fiscal years.

Grant of Certain Rights. (a) CASI hereby grants to RESELLER, and RESELLER hereby accepts, the non-exclusive worldwide right, subject to the other provisions of this Agreement, (i) to use and modify the Source Code to the Products to create Derivative Works of the Products incorporating modifications, enhancements and custom configurations of the Products, , (ii) to use the Products and Derivative Works, in Source Code and Object Code form, to provide services to RESELLER's Customers and sublicensees and (iii) to market, distribute, license and support the Products and Derivative Works, in object-code form, to RESELLER's Customers and sublicensees. Notwithstanding anything herein to the contrary, RESELLER's rights to the Source Code shall only become effective in the event RESELLER is entitled to receive the Source Code pursuant to the Restated License (as defined below). (b) RESELLER acknowledges that CASI shall have the unrestricted right to market, distribute and support the Products (except in those exclusive territories as set forth in the Amended and Restated License Agreement entered into between the parties hereto and Glasgal as of the date of this Agreement ("Restated License")), directly and through authorized third parties, without any obligation to RESELLER under this Agreement, unless otherwise agreed in writing by CASI. Notwithstanding the above, CASI shall not enter into any agreement with a third party which provides for the right to license or resell the Products in the countries comprising Asia, the Pacific Rim, Japan or Australia without allowing RESELLER a first right of refusal to create an agreement with such third party as a distributor and/or sub-sub- licensee and/or first offering RESELLER the right to license or resell on terms and conditions, including price, equivalent to those contained in the proposed third party agreement. (c) RESELLER shall have the right, without charge, to use one (1) limited evaluation copy of each Product for demonstration purposes during the term hereof. Such copy shall be restricted to use for internal testing of the product, training of Reseller employees, or demonstration to prospective Customers, and shall be subject to the terms and conditions (other than the payment terms) of the Trial License Agreement. In addition to the provisions of the License Agreement, Reseller agrees that it will not use the evaluation copy on behalf of, or for use by, any Customer, or receive any monetary compensation from any third party for the use directly or indirectly of the evaluation copy. Any use of the evaluation copy in support of, or directly applied to, the provision of integration services shall be a violation of sections 6 and 7 of this Agreement. (d) RESELLER shall have the right to engage sub-distributors to market and distribute the Products, in object code form only, under the same terms and conditions contained in this Agreement; provided, however, that RESELLER shall have no right to engage sub-distributors without CASI's consent unless such sub-distributor qualifies under the following terms: the potential sub-distributor (or any predecessor or affiliated entity thereto) (i) shall have been in the computer technology integration business for not less than three (3) years; and (ii) shall have had annual revenues of not less than One Million Dollars ($1,000,000) in each of its last three (3) fiscal years.