Grant of CSC Agility License. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.3, and excluding any Intellectual Property Rights of any Third Party in CSC Agility or the Applicable Licensed Product Items, CSC hereby grants to Computer Sciences GS a perpetual, non-transferrable, non-assignable, royalty-free, limited license to access and use CSC Agility and the Applicable Licensed Product Items and to sublicense CSC Agility and the Applicable Licensed Product Items to Computer Sciences GS Subsidiaries, in each case in accordance with and as expressly permitted by this Agreement, and to sublicense CSC Agility and the Licensed Product Documentation to End Users in accordance with and as expressly permitted by the Reseller Agreement and in no other manner whatsoever (the “CSC Agility License”). During the Initial Term, the CSC Agility License shall be (i) limited solely to the Computer Sciences GS Field and (ii) exclusive as to clause (i) of the definition of “Computer Sciences GS Field” (other than and subject to any rights in respect of CSC Agility or the Applicable Licensed Product Items granted by CSC or any CSC Subsidiaries to any Third Party prior to the date of this Agreement) even as against CSC. (b) Without limiting the foregoing, the CSC Agility License shall entitle Computer Sciences GS to access and use in accordance with the Reseller Agreement and herewith, including Section 2.1(d), all Improvements to CSC Agility and the Applicable Licensed Product Items as well as any new versions thereof, in each case that are created and released during the Term and made generally available by CSC to end users of CSC Agility or the Applicable Licensed Product Items or otherwise provided by CSC to Computer Sciences GS. Notwithstanding the foregoing, CSC shall have no obligation to create or release any such Improvements, and the timing of any such Improvements shall be at the sole discretion of CSC. (c) Computer Sciences GS hereby assigns, and agrees to cause all Computer Sciences GS Subsidiaries and to require all End Users to assign, all right (including all Intellectual Property Rights), title and interest in and to any and all Improvements made or created from or based on CSC Agility or any Applicable Licensed Product Items by or on behalf of Computer Sciences GS or a Computer Sciences GS Subsidiary or End User following the Effective Date to CSC, and, as between the Parties and any Computer Sciences GS Subsidiaries (and each agreement with End Users shall so provide), CSC shall have sole and exclusive ownership of such Improvements and all right (including all Intellectual Property Rights), title and interest therein and thereto. (d) Computer Sciences GS shall provide CSC with written notice of any Improvements made or created from or based on CSC Agility or any Applicable Licensed Product Items by or on behalf of Computer Sciences GS or a Computer Sciences GS Subsidiary or, to Computer Sciences GS's knowledge, an End User during the Term. After such notice is provided, such Improvements shall automatically be included in the definition of Licensed Product Items, and the CSC Agility License granted to Computer Sciences GS in Section 2.1(a) shall automatically be amended to allow Computer Sciences GS to use such Improvements under the terms and conditions set forth in this Agreement and the Reseller Agreement. (e) Unless and to the extent otherwise indicated on Schedule 1.1(vv), the CSC Agility License does not create on behalf of Computer Sciences GS or any Computer Sciences GS Subsidiary or End User any right to or interest in or right of possession or access to the source code relating to CSC Agility or the Applicable Licensed Product Items or any right to possess, or copy or decompile object code relating to CSC Agility or the Applicable Licensed Product Items. (f) Computer Sciences GS (acting through Computer Sciences GS Personnel) may use CSC Agility and the Applicable Licensed Product Items only to the extent required in connection with the operation of the Computer Sciences GS Business, which during the Initial Term shall be solely in the Computer Sciences GS Field, and otherwise in accordance with this Agreement and only as and to the extent necessary to meet the performance requirements of End Users under Customer Contracts in accordance with the terms and conditions of the Reseller Agreement. CSC’s sole obligations and responsibilities with respect to CSC Proprietary Items shall be limited to those set out in this Agreement and the Reseller Agreement. Subject to Section 2.4, unless otherwise agreed in writing, CSC Agility and the Licensed Product Documentation will be licensed to End Users under the applicable Licensed Mxxx. (g) Computer Sciences GS shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under CSC Agility or the Applicable Licensed Product Items other than to Computer Sciences GS Subsidiaries to the extent required in connection with the operation of the Computer Sciences GS Business in accordance with this Agreement or to End Users in accordance with the Reseller Agreement. (h) Notwithstanding anything to the contrary contained herein, the CSC Agility License shall not extend to any Person that, directly or indirectly, acquires control of Computer Sciences GS through a Change of Control of Computer Sciences GS (an “Acquiring Person”) or to any Affiliate or subsidiary of any such Acquiring Person (other than Computer Sciences GS and entities that were direct or indirect subsidiaries of Computer Sciences GS prior to the time such Acquiring Person acquired such control (a “Pre-COC Subsidiaries”)). Without limiting the foregoing, if any material operations or businesses are contributed by any Affiliate of an Acquiring Person (other than a Pre-COC Subsidiary) to Computer Sciences GS or a Pre-COC Subsidiary, such contributed operations or businesses shall not be entitled to any of the rights granted pursuant to the CSC Agility License.
Appears in 1 contract
Samples: Intellectual Property Matters Agreement (Computer Sciences Government Services Inc.)
Grant of CSC Agility License. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.3, and excluding any Intellectual Property Rights of any Third Party in CSC Agility or the Applicable Licensed Product Items, CSC hereby grants to Computer Sciences GS CSRA a perpetualnon-exclusive, non-transferrable, non-assignable, royalty-free, limited license to access and use CSC Agility and the Applicable Licensed Product Items and to sublicense CSC Agility and the Applicable Licensed Product Items to Computer Sciences GS CSRA Subsidiaries, in each case in accordance with and as expressly permitted by this Agreement, and to sublicense CSC Agility and the Licensed Product Documentation to End Users in accordance with and as expressly permitted by the Reseller Agreement and in no other manner whatsoever (the “CSC Agility License”). During The CSC Agility License shall be limited solely to the Initial TermCSRA Field and shall expire at the end of the Wind-Down Period; provided, that, if CSRA believes that it will be unable to cease use of CSC Agility within the Wind-Down Period, CSC will agree to license CSC Agility pursuant to a Market Rate License to be mutually agreed during the Consultation Period.
(b) From and after the date hereof, the CSC Agility License shall be (i) limited solely to the Computer Sciences GS Field and (ii) exclusive as to clause (i) of the definition of “Computer Sciences GS Field” (other than and subject to any rights in respect of CSC Agility or the Applicable Licensed Product Items granted by CSC or any CSC Subsidiaries to any Third Party prior to the date of this Agreement) even as against CSC.
(b) Without limiting the foregoing, the CSC Agility License shall not entitle Computer Sciences GS CSRA to access and or use in accordance with the Reseller Agreement and herewith, including Section 2.1(d), all any Improvements to CSC Agility and the Applicable Licensed Product Items as well as any new versions thereof, in each case that are created and released during the Term and made generally available by CSC to end users of CSC Agility or the Applicable Licensed Product Items or otherwise provided by CSC to Computer Sciences GS. Notwithstanding the foregoing, CSC shall have no obligation to create or release any such Improvements, and the timing of any such Improvements shall be at the sole discretion of CSCnew versions thereof.
(c) Computer Sciences GS CSRA hereby assigns, and agrees to cause all Computer Sciences GS CSRA Subsidiaries and to require all End Users to assign, all right (including all Intellectual Property Rights), title and interest in and to any and all Improvements made or created from or based on CSC Agility or any Applicable Licensed Product Items by or on behalf of Computer Sciences GS CSRA or a Computer Sciences GS CSRA Subsidiary or End User following prior to expiration of the Effective Date Wind-Down Period to CSC, and, as between the Parties and any Computer Sciences GS CSRA Subsidiaries (and each agreement with End Users shall so provide), CSC shall have sole and exclusive ownership of such Improvements and all right (including all Intellectual Property Rights), title and interest therein and thereto.
(d) Computer Sciences GS shall provide CSC with written notice of any Improvements made or created from or based on CSC Agility or any Applicable Licensed Product Items by or on behalf of Computer Sciences GS or a Computer Sciences GS Subsidiary or, to Computer Sciences GS's knowledge, an End User during the Term. After such notice is provided, such Improvements shall automatically be included in the definition of Licensed Product Items, and the CSC Agility License granted to Computer Sciences GS in Section 2.1(a) shall automatically be amended to allow Computer Sciences GS to use such Improvements under the terms and conditions set forth in this Agreement and the Reseller Agreement.
(e) Unless and to the extent otherwise indicated on Schedule 1.1(vv), the The CSC Agility License does not create on behalf of Computer Sciences GS CSRA or any Computer Sciences GS CSRA Subsidiary or End User any right to or interest in or right of possession or access to the source code relating to CSC Agility or the Applicable Licensed Product Items or any right to possess, or copy or decompile object code relating to CSC Agility or the Applicable Licensed Product Items.
(fe) Computer Sciences GS CSRA (acting through Computer Sciences GS CSRA Personnel) may may, until the end of the Wind-Down Period, use CSC Agility and the Applicable Licensed Product Items only to the extent required in connection with the operation of the Computer Sciences GS Business, which during the Initial Term shall be solely CSRA Business in the Computer Sciences GS Field, CSRA Field and otherwise in accordance with this Agreement and only as and to the extent necessary to meet the performance requirements of End Users under Customer Contracts in accordance with the terms and conditions of the Reseller Agreement. CSC’s sole obligations and responsibilities with respect to Any use by CSRA or End Users of CSC Proprietary Agility or the Applicable Licensed Product Items after the Wind-Down Period shall be limited to those set out in this Agreement and the Reseller Agreement. Subject to Section 2.4, prohibited unless otherwise agreed in writing, CSC Agility and the Licensed Product Documentation will be licensed to End Users under the applicable Licensed MxxxCSRA has entered into a Market Rate License.
(gf) Computer Sciences GS CSRA shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under CSC Agility or the Applicable Licensed Product Items other than to Computer Sciences GS CSRA Subsidiaries to the extent required in connection with the operation of the Computer Sciences GS CSRA Business in accordance with this Agreement or or, prior to the end of the Consultation Period, to End Users in accordance with the Reseller Agreement.
(hg) Notwithstanding anything to the contrary contained herein, the CSC Agility License shall not extend to any Person that, directly or indirectly, acquires control of Computer Sciences GS CSRA through a Change of Control of Computer Sciences GS CSRA (an “Acquiring Person”) or to any Affiliate or subsidiary of any such Acquiring Person (other than Computer Sciences GS CSRA and entities that were direct or indirect subsidiaries of Computer Sciences GS CSRA prior to the time such Acquiring Person acquired such control (a “Pre-COC Subsidiaries”)). Without limiting the foregoing, if any material operations or businesses are contributed by any Affiliate of an Acquiring Person (other than a Pre-COC Subsidiary) to Computer Sciences GS or a Pre-COC Subsidiary, such contributed operations or businesses shall not be entitled to any of the rights granted pursuant to the CSC Agility License.COC
Appears in 1 contract
Samples: Intellectual Property Matters Agreement (Computer Sciences Corp)
Grant of CSC Agility License. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.3, and excluding any Intellectual Property Rights of any Third Party in CSC Agility or the Applicable Licensed Product Items, CSC hereby grants to Computer Sciences GS CSRA a perpetualnon-exclusive, non-transferrable, non-assignable, royalty-free, limited license to access and use CSC Agility and the Applicable Licensed Product Items and to sublicense CSC Agility and the Applicable Licensed Product Items to Computer Sciences GS CSRA Subsidiaries, in each case in accordance with and as expressly permitted by this Agreement, and to sublicense CSC Agility and the Licensed Product Documentation to End Users in accordance with and as expressly permitted by the Reseller Agreement and in no other manner whatsoever (the “CSC Agility License”). During The CSC Agility License shall be limited solely to the Initial TermCSRA Field and shall expire at the end of the Wind-Down Period; provided, that, if CSRA believes that it will be unable to cease use of CSC Agility within the Wind-Down Period, CSC will agree to license CSC Agility pursuant to a Market Rate License to be mutually agreed during the Consultation Period.
(b) From and after the date hereof, the CSC Agility License shall be (i) limited solely to the Computer Sciences GS Field and (ii) exclusive as to clause (i) of the definition of “Computer Sciences GS Field” (other than and subject to any rights in respect of CSC Agility or the Applicable Licensed Product Items granted by CSC or any CSC Subsidiaries to any Third Party prior to the date of this Agreement) even as against CSC.
(b) Without limiting the foregoing, the CSC Agility License shall not entitle Computer Sciences GS CSRA to access and or use in accordance with the Reseller Agreement and herewith, including Section 2.1(d), all any Improvements to CSC Agility and the Applicable Licensed Product Items as well as any new versions thereof, in each case that are created and released during the Term and made generally available by CSC to end users of CSC Agility or the Applicable Licensed Product Items or otherwise provided by CSC to Computer Sciences GS. Notwithstanding the foregoing, CSC shall have no obligation to create or release any such Improvements, and the timing of any such Improvements shall be at the sole discretion of CSCnew versions thereof.
(c) Computer Sciences GS CSRA hereby assigns, and agrees to cause all Computer Sciences GS CSRA Subsidiaries and to require all End Users to assign, all right (including all Intellectual Property Rights), title and interest in and to any and all Improvements made or created from or based on CSC Agility or any Applicable Licensed Product Items by or on behalf of Computer Sciences GS CSRA or a Computer Sciences GS CSRA Subsidiary or End User following prior to expiration of the Effective Date Wind-Down Period to CSC, and, as between the Parties and any Computer Sciences GS CSRA Subsidiaries (and each agreement with End Users shall so provide), CSC shall have sole and exclusive ownership of such Improvements and all right (including all Intellectual Property Rights), title and interest therein and thereto.
(d) Computer Sciences GS shall provide CSC with written notice of any Improvements made or created from or based on CSC Agility or any Applicable Licensed Product Items by or on behalf of Computer Sciences GS or a Computer Sciences GS Subsidiary or, to Computer Sciences GS's knowledge, an End User during the Term. After such notice is provided, such Improvements shall automatically be included in the definition of Licensed Product Items, and the CSC Agility License granted to Computer Sciences GS in Section 2.1(a) shall automatically be amended to allow Computer Sciences GS to use such Improvements under the terms and conditions set forth in this Agreement and the Reseller Agreement.
(e) Unless and to the extent otherwise indicated on Schedule 1.1(vv), the The CSC Agility License does not create on behalf of Computer Sciences GS CSRA or any Computer Sciences GS CSRA Subsidiary or End User any right to or interest in or right of possession or access to the source code relating to CSC Agility or the Applicable Licensed Product Items or any right to possess, or copy or decompile object code relating to CSC Agility or the Applicable Licensed Product Items.
(fe) Computer Sciences GS CSRA (acting through Computer Sciences GS CSRA Personnel) may may, until the end of the Wind-Down Period, use CSC Agility and the Applicable Licensed Product Items only to the extent required in connection with the operation of the Computer Sciences GS Business, which during the Initial Term shall be solely CSRA Business in the Computer Sciences GS Field, CSRA Field and otherwise in accordance with this Agreement and only as and to the extent necessary to meet the performance requirements of End Users under Customer Contracts in accordance with the terms and conditions of the Reseller Agreement. CSC’s sole obligations and responsibilities with respect to Any use by CSRA or End Users of CSC Proprietary Agility or the Applicable Licensed Product Items after the Wind-Down Period shall be limited to those set out in this Agreement and the Reseller Agreement. Subject to Section 2.4, prohibited unless otherwise agreed in writing, CSC Agility and the Licensed Product Documentation will be licensed to End Users under the applicable Licensed MxxxCSRA has entered into a Market Rate License.
(gf) Computer Sciences GS CSRA shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under CSC Agility or the Applicable Licensed Product Items other than to Computer Sciences GS CSRA Subsidiaries to the extent required in connection with the operation of the Computer Sciences GS CSRA Business in accordance with this Agreement or or, prior to the end of the Consultation Period, to End Users in accordance with the Reseller Agreement.
(hg) Notwithstanding anything to the contrary contained herein, the CSC Agility License shall not extend to any Person that, directly or indirectly, acquires control of Computer Sciences GS CSRA through a Change of Control of Computer Sciences GS CSRA (an “Acquiring Person”) or to any Affiliate or subsidiary of any such Acquiring Person (other than Computer Sciences GS CSRA and entities that were direct or indirect subsidiaries of Computer Sciences GS CSRA prior to the time such Acquiring Person acquired such control (a “Pre-COC Subsidiaries”)). Without limiting the foregoing, if any material operations or businesses are contributed by any Affiliate of an Acquiring Person (other than a Pre-COC Subsidiary) to Computer Sciences GS CSRA or a Pre-COC Subsidiary, such contributed operations or businesses shall not be entitled to any of the rights granted pursuant to the CSC Agility License.
Appears in 1 contract
Samples: Intellectual Property Matters Agreement (CSRA Inc.)
Grant of CSC Agility License. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.3, and excluding any Intellectual Property Rights of any Third Party in CSC Agility or the Applicable Licensed Product Items, CSC hereby grants to Computer Sciences GS CSRA a perpetual, non-transferrable, non-assignable, royalty-free, limited license to access and use CSC Agility and the Applicable Licensed Product Items and to sublicense CSC Agility and the Applicable Licensed Product Items to Computer Sciences GS CSRA Subsidiaries, in each case in accordance with and as expressly permitted by this Agreement, and to sublicense CSC Agility and the Licensed Product Documentation to End Users in accordance with and as expressly permitted by the Reseller Agreement and in no other manner whatsoever (the “CSC Agility License”). During the Initial Term, the CSC Agility License shall be (i) limited solely to the Computer Sciences GS CSRA Field and (ii) exclusive as to clause (i) of the definition of “Computer Sciences GS CSRA Field” (other than and subject to any rights in respect of CSC Agility or the Applicable Licensed Product Items granted by CSC or any CSC Subsidiaries to any Third Party prior to the date of this Agreement) even as against CSC.
(b) Without limiting the foregoing, the CSC Agility License shall entitle Computer Sciences GS CSRA to access and use in accordance with the Reseller Agreement and herewith, including Section 2.1(d), all Improvements to CSC Agility and the Applicable Licensed Product Items as well as any new versions thereof, in each case that are created and released during the Term and made generally available by CSC to end users of CSC Agility or the Applicable Licensed Product Items or otherwise provided by CSC to Computer Sciences GSCSRA. Notwithstanding the foregoing, CSC shall have no obligation to create or release any such Improvements, and the timing of any such Improvements shall be at the sole discretion of CSC.
(c) Computer Sciences GS CSRA hereby assigns, and agrees to cause all Computer Sciences GS CSRA Subsidiaries and to require all End Users to assign, all right (including all Intellectual Property Rights), title and interest in and to any and all Improvements made or created from or based on CSC Agility or any Applicable Licensed Product Items by or on behalf of Computer Sciences GS CSRA or a Computer Sciences GS CSRA Subsidiary or End User following the Effective Date to CSC, and, as between the Parties and any Computer Sciences GS CSRA Subsidiaries (and each agreement with End Users shall so provide), CSC shall have sole and exclusive ownership of such Improvements and all right (including all Intellectual Property Rights), title and interest therein and thereto.
(d) Computer Sciences GS CSRA shall provide CSC with written notice of any Improvements made or created from or based on CSC Agility or any Applicable Licensed Product Items by or on behalf of Computer Sciences GS CSRA or a Computer Sciences GS CSRA Subsidiary or, to Computer Sciences GS's CSRA’s knowledge, an End User during the Term. After such notice is provided, such Improvements shall automatically be included in the definition of Licensed Product Items, and the CSC Agility License granted to Computer Sciences GS CSRA in Section 2.1(a) shall automatically be amended to allow Computer Sciences GS CSRA to use such Improvements under the terms and conditions set forth in this Agreement and the Reseller Agreement.
(e) Unless and to the extent otherwise indicated on Schedule 1.1(vv), the CSC Agility License does not create on behalf of Computer Sciences GS CSRA or any Computer Sciences GS CSRA Subsidiary or End User any right to or interest in or right of possession or access to the source code relating to CSC Agility or the Applicable Licensed Product Items or any right to possess, or copy or decompile object code relating to CSC Agility or the Applicable Licensed Product Items.
(f) Computer Sciences GS CSRA (acting through Computer Sciences GS CSRA Personnel) may use CSC Agility and the Applicable Licensed Product Items only to the extent required in connection with the operation of the Computer Sciences GS CSRA Business, which during the Initial Term shall be solely in the Computer Sciences GS CSRA Field, and otherwise in accordance with this Agreement and only as and to the extent necessary to meet the performance requirements of End Users under Customer Contracts in accordance with the terms and conditions of the Reseller Agreement. CSC’s sole obligations and responsibilities with respect to CSC Proprietary Items shall be limited to those set out in this Agreement and the Reseller Agreement. Subject to Section 2.42.5, unless otherwise agreed in writing, CSC Agility and the Licensed Product Documentation will be licensed to End Users under the applicable Licensed MxxxXxxx.
(g) Computer Sciences GS CSRA shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under CSC Agility or the Applicable Licensed Product Items other than to Computer Sciences GS CSRA Subsidiaries to the extent required in connection with the operation of the Computer Sciences GS CSRA Business in accordance with this Agreement or to End Users in accordance with the Reseller Agreement.
(h) Notwithstanding anything to the contrary contained herein, the CSC Agility License shall not extend to any Person that, directly or indirectly, acquires control of Computer Sciences GS CSRA through a Change of Control of Computer Sciences GS CSRA (an “Acquiring Person”) or to any Affiliate or subsidiary of any such Acquiring Person (other than Computer Sciences GS CSRA and entities that were direct or indirect subsidiaries of Computer Sciences GS CSRA prior to the time such Acquiring Person acquired such control (a “Pre-COC Subsidiaries”)). Without limiting the foregoing, if any material operations or businesses are contributed by any Affiliate of an Acquiring Person (other than a Pre-COC Subsidiary) to Computer Sciences GS CSRA or a Pre-COC Subsidiary, such contributed operations or businesses shall not be entitled to any of the rights granted pursuant to the CSC Agility License.
Appears in 1 contract
Samples: Intellectual Property Matters Agreement (CSRA Inc.)
Grant of CSC Agility License. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.3, and excluding any Intellectual Property Rights of any Third Party in CSC Agility or the Applicable Licensed Product Items, CSC hereby grants to Computer Sciences GS a perpetual, non-transferrable, non-assignable, royalty-free, limited license to access and use CSC Agility and the Applicable Licensed Product Items and to sublicense CSC Agility and the Applicable Licensed Product Items to Computer Sciences GS Subsidiaries, in each case in accordance with and as expressly permitted by this Agreement, and to sublicense CSC Agility and the Licensed Product Documentation to End Users in accordance with and as expressly permitted by the Reseller Agreement and in no other manner whatsoever (the “CSC Agility License”). During the Initial Term, the CSC Agility License shall be (i) limited solely to the Computer Sciences GS Field and (ii) exclusive as to clause (i) of the definition of “Computer Sciences GS Field” (other than and subject to any rights in respect of CSC Agility or the Applicable Licensed Product Items granted by CSC or any CSC Subsidiaries to any Third Party prior to the date of this Agreement) even as against CSC.
(b) Without limiting the foregoing, the CSC Agility License shall entitle Computer Sciences GS to access and use in accordance with the Reseller Agreement and herewith, including Section 2.1(d), all Improvements to CSC Agility and the Applicable Licensed Product Items as well as any new versions thereof, in each case that are created and released during the Term and made generally available by CSC to end users of CSC Agility or the Applicable Licensed Product Items or otherwise provided by CSC to Computer Sciences GS. Notwithstanding the foregoing, CSC shall have no obligation to create or release any such Improvements, and the timing of any such Improvements shall be at the sole discretion of CSC.
(c) Computer Sciences GS hereby assigns, and agrees to cause all Computer Sciences GS Subsidiaries and to require all End Users to assign, all right (including all Intellectual Property Rights), title and interest in and to any and all Improvements made or created from or based on CSC Agility or any Applicable Licensed Product Items by or on behalf of Computer Sciences GS or a Computer Sciences GS Subsidiary or End User following the Effective Date to CSC, and, as between the Parties and any Computer Sciences GS Subsidiaries (and each agreement with End Users shall so provide), CSC shall have sole and exclusive ownership of such Improvements and all right (including all Intellectual Property Rights), title and interest therein and thereto.
(d) Computer Sciences GS shall provide CSC with written notice of any Improvements made or created from or based on CSC Agility or any Applicable Licensed Product Items by or on behalf of Computer Sciences GS or a Computer Sciences GS Subsidiary or, to Computer Sciences GS's knowledge, an End User during the Term. After such notice is provided, such Improvements shall automatically be included in the definition of Licensed Product Items, and the CSC Agility License granted to Computer Sciences GS in Section 2.1(a) shall automatically be amended to allow Computer Sciences GS to use such Improvements under the terms and conditions set forth in this Agreement and the Reseller Agreement.
(e) Unless and to the extent otherwise indicated on Schedule 1.1(vv), the CSC Agility License does not create on behalf of Computer Sciences GS or any Computer Sciences GS Subsidiary or End User any right to or interest in or right of possession or access to the source code relating to CSC Agility or the Applicable Licensed Product Items or any right to possess, or copy or decompile object code relating to CSC Agility or the Applicable Licensed Product Items.
(f) Computer Sciences GS (acting through Computer Sciences GS Personnel) may use CSC Agility and the Applicable Licensed Product Items only to the extent required in connection with the operation of the Computer Sciences GS Business, which during the Initial Term shall be solely in the Computer Sciences GS Field, and otherwise in accordance with this Agreement and only as and to the extent necessary to meet the performance requirements of End Users under Customer Contracts in accordance with the terms and conditions of the Reseller Agreement. CSC’s sole obligations and responsibilities with respect to CSC Proprietary Items shall be limited to those set out in this Agreement and the Reseller Agreement. Subject to Section 2.4, unless otherwise agreed in writing, CSC Agility and the Licensed Product Documentation will be licensed to End Users under the applicable Licensed Mxxx.
(g) Computer Sciences GS shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under CSC Agility or the Applicable Licensed Product Items other than to Computer Sciences GS Subsidiaries to the extent required in connection with the operation of the Computer Sciences GS Business in accordance with this Agreement or to End Users in accordance with the Reseller Agreement.
(h) Notwithstanding anything to the contrary contained herein, the CSC Agility License shall not extend to any Person that, directly or indirectly, acquires control of Computer Sciences GS through a Change of Control of Computer Sciences GS (an “Acquiring Person”) or to any Affiliate or subsidiary of any such Acquiring Person (other than Computer Sciences GS and entities that were direct or indirect subsidiaries of Computer Sciences GS prior to the time such Acquiring Person acquired such control (a “Pre-COC Subsidiaries”)). Without limiting the foregoing, if any material operations or businesses are contributed by any Affiliate of an Acquiring Person (other than a Pre-COC Subsidiary) to Computer Sciences GS or a Pre-COC Subsidiary, such contributed operations or businesses shall not be entitled to any of the rights granted pursuant to the CSC Agility License.Sciences
Appears in 1 contract
Samples: Intellectual Property Matters Agreement (Computer Sciences Government Services Inc.)
