Common use of Grant of Products License Clause in Contracts

Grant of Products License. (a) Upon the terms and subject to the conditions set forth in this Agreement, and excluding any Intellectual Property Rights of any Third Party in the Licensed Products and the Applicable Licensed Product Items, Delta hereby grants to Ultra a perpetual, non-transferrable, non-assignable, royalty-free limited license to access and use the Licensed Products and the Applicable Licensed Product Items for Internal Use in accordance with and as expressly permitted by this Agreement and in no other manner whatsoever (the “Products License”). During the Term, the Products License shall be (i) limited solely to Internal Use in the Ultra Field and Shared Field and (ii) exclusive for use in the Ultra Field (other than and subject to any rights in respect of the Licensed Products or the Applicable Licensed Product Items granted by Delta or any Delta Subsidiaries to any Third Party prior to the date of this Agreement) even as against Delta. (b) The Products License shall not entitle Ultra to access or use in accordance herewith, including Section 2.1(d), any Improvements to the Licensed Products or the Applicable Licensed Product Items or any new versions thereof, in each case that are created and released by Delta after the date of this Agreement. Ultra shall have the right to make its own Improvements to the Licensed Products or the Applicable Licensed Product Items. (c) Ultra hereby assigns to Delta, and agrees to cause all Ultra Subsidiaries to assign to Delta, all of its right (including all Intellectual Property Rights), title and interest in and to any and all Improvements made or created from or based on any Licensed Products or Applicable Licensed Product Items by or on behalf of Ultra or a Ultra Subsidiary (including by Contractors) during the Term, and, as between the Parties and any Ultra Subsidiaries (and each agreement with a Contractor shall so provide), Delta shall have sole and exclusive ownership of such Improvements and all right (including all Intellectual Property Rights), title and interest therein and thereto. For the avoidance of doubt, the Parties acknowledge and agree that the assignment to Delta of Improvements as set forth in this Section 2.1(c) may be encumbered where a Customer reserves or obtains rights in Improvements made or created during performance of a Customer Contract or where Improvements are created under a Customer Contract involving security considerations that prevent or restrict delivery of the Improvements to Delta and the obligations in this Section 2.1(c) shall be consistent with this understanding. (d) Ultra shall provide Delta with written notice of any Improvements made or created from or based on any Licensed Products or Applicable Licensed Product Items by or on behalf of Ultra or an Ultra Subsidiary or, to Ultra’s knowledge, any Contractor during the Term. After such notice is provided, such Improvements shall automatically be included in the definition of Licensed Product Items, and the Products License granted to Ultra in Section 2.1(a) shall automatically be amended to allow Ultra to use such Improvements under the terms and conditions set forth in this Agreement. (e) The Products License does not create on behalf of Ultra or any Ultra Subsidiary or Contractor any right to or interest in or right of possession or access to any source code relating to the Licensed Products or Applicable Licensed Product Items or any right to possess, or copy or decompile object code relating to the Licensed Products or Applicable Licensed Product Items, in each case, other than as indicated on Schedule 1.1(a). (f) Ultra (acting through Ultra Personnel) may use the Licensed Products and the Applicable Licensed Product Items only to the extent required in connection with the operation of the Ultra Business, which during the Term shall be solely in the Ultra Field and Shared Field, and otherwise in accordance with this Agreement. (g) Ultra shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under the Licensed Products or Applicable Licensed Product Items other than to Ultra Subsidiaries, Contractors and Customers to the extent required in connection with the operation of the Ultra Business and consistent with the definition of Internal Use.

Grant of Products License. (a) Upon Except with respect to CSC Agility (which shall be licensed to CSRA pursuant to Section 2.1), 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 the Licensed Products and the Applicable Licensed Product Items, Delta CSC hereby grants to Ultra CSRA a perpetualnon-exclusive, non-transferrable, non-assignable, royalty-free limited license to access and use the Licensed Products and the Applicable Licensed Product Items for Internal Use and to sublicense the Licensed Products and the Applicable Licensed Product Items solely to CSRA Subsidiaries and End Users, in each case in accordance with and as expressly permitted by this Agreement and in no other manner whatsoever (the “Products License”). During The Products License shall be limited solely to the 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 a Licensed Product within the Wind-Down Period, CSC will agree to license such Licensed Product pursuant to a Market Rate License to be mutually agreed during the Consultation Period. (b) From and after the date hereof, the Products License shall be (i) limited solely to Internal Use in the Ultra Field and Shared Field and (ii) exclusive for use in the Ultra Field (other than and subject to any rights in respect of the Licensed Products or the Applicable Licensed Product Items granted by Delta or any Delta Subsidiaries to any Third Party prior to the date of this Agreement) even as against Delta. (b) The Products License shall not entitle Ultra CSRA to access or use in accordance herewith, including Section 2.1(d), any Improvements to the Licensed Products or the Applicable Licensed Product Items or any new versions thereof, in each case that are created and released by Delta after the date of this Agreement. Ultra shall have the right to make its own Improvements to the Licensed Products or the Applicable Licensed Product Items. (c) Ultra CSRA hereby assigns to Deltaassigns, and agrees to cause all Ultra CSRA Subsidiaries and to assign require all End Users to Deltaassign, all of its right (including all Intellectual Property Rights), title and interest in and to any and all Improvements made or created from or based on any Licensed Products or Applicable Licensed Product Items by or on behalf of Ultra CSRA or a Ultra CSRA Subsidiary (including by Contractors) during or End User prior to expiration of the TermWind-Down Period to CSC, and, as between the Parties and any Ultra CSRA Subsidiaries (and each agreement with a Contractor End Users shall so provide), Delta CSC shall have sole and exclusive ownership of such Improvements and all right (including all Intellectual Property Rights), title and interest therein and thereto. For the avoidance of doubt, the Parties acknowledge and agree that the assignment to Delta of Improvements as set forth in this Section 2.1(c) may be encumbered where a Customer reserves or obtains rights in Improvements made or created during performance of a Customer Contract or where Improvements are created under a Customer Contract involving security considerations that prevent or restrict delivery of the Improvements to Delta and the obligations in this Section 2.1(c) shall be consistent with this understanding. (d) Ultra shall provide Delta with written notice of any Improvements made or created from or based on any Licensed Products or Applicable Licensed Product Items by or on behalf of Ultra or an Ultra Subsidiary or, to Ultra’s knowledge, any Contractor during the Term. After such notice is provided, such Improvements shall automatically be included in the definition of Licensed Product Items, and the Products License granted to Ultra in Section 2.1(a) shall automatically be amended to allow Ultra to use such Improvements under the terms and conditions set forth in this Agreement. (e) The Products License does not create on behalf of Ultra CSRA or any Ultra CSRA Subsidiary or Contractor End User any right to or interest in or right of possession or access to any the source code relating to the Licensed Products or Applicable Licensed Product Items or any right to possess, or copy or decompile object code relating to the Licensed Products or Applicable Licensed Product Items, in each case, other than as indicated on Schedule 1.1(a). (fe) Ultra CSRA (acting through Ultra CSRA Personnel) may may, until the end of the Wind-Down Period, use the Licensed Products and the Applicable Licensed Product Items only to the extent required in connection with the operation of the Ultra Business, which during the Term shall be solely CSRA Business in the Ultra CSRA Field and Shared Field, and otherwise in accordance with this Agreement. (gf) Ultra CSRA shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under the Licensed Products or Applicable Licensed Product Items other than to Ultra Subsidiaries, Contractors and Customers CSRA Subsidiaries to the extent required in connection with the operation of the Ultra CSRA Business or, prior to the end of the Consultation Period, to End Users, in each case in accordance with this Agreement. (g) Notwithstanding anything to the contrary contained herein, the Products License shall not extend to any Acquiring Person or to any Affiliate or subsidiary of any such Acquiring Person (other than CSRA and consistent with Pre-COC Subsidiaries). Without limiting the definition foregoing, if any material operations or businesses are contributed by any Affiliate of Internal Usean Acquiring Person (other than a Pre-COC Subsidiary) to CSRA or a Pre-COC Subsidiary, such contributed operations or businesses shall not be entitled to any of the rights granted pursuant to the Products License.

Grant of Products License. (a) Upon Except with respect to CSC Agility (which shall be licensed to CSRA pursuant to Section 2.1), 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 the Licensed Products and the Applicable Licensed Product Items, Delta CSC hereby grants to Ultra CSRA a perpetual, non-transferrable, non-assignable, royalty-free limited license to access and use the Licensed Products and the Applicable Licensed Product Items for Internal Use and to sublicense the Licensed Products and the Applicable Licensed Product Items solely to CSRA Subsidiaries and End Users, in each case in accordance with and as expressly permitted by this Agreement and in no other manner whatsoever (the “Products License”). During the Initial Term, the Products License shall be (i) limited solely to Internal Use in the Ultra Field and Shared CSRA Field and (ii) exclusive for use in as to clause (i) of the Ultra Field definition of “CSRA Field” (other than and subject to any rights in respect of the Licensed Products or the Applicable Licensed Product Items granted by Delta CSC or any Delta CSC Subsidiaries to any Third Party prior to the date of this Agreement) even as against DeltaCSC. (b) The Without limiting the foregoing, the Products License shall not entitle Ultra CSRA to access or and use in accordance herewith, including Section 2.1(d2.2(d), any all Improvements to the Licensed Products or and the Applicable Licensed Product Items or as well as any new versions thereof, in each case that are created and released by Delta after CSC during the date Term and made generally available by CSC to end users of this Agreement. Ultra shall have the right to make its own Improvements to the Licensed Products or and the Applicable Licensed Product ItemsItems or otherwise provided by CSC to CSRA. 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) Ultra CSRA hereby assigns to Deltaassigns, and agrees to cause all Ultra CSRA Subsidiaries and to assign require all End Users to Deltaassign, all of its right (including all Intellectual Property Rights), title and interest in and to any and all Improvements made or created from or based on any Licensed Products or Applicable Licensed Product Items by or on behalf of Ultra CSRA or a Ultra CSRA Subsidiary (including by Contractors) during or End User following the TermEffective Date to CSC, and, as between the Parties and any Ultra CSRA Subsidiaries (and each agreement with a Contractor End Users shall so provide), Delta CSC shall have sole and exclusive ownership of such Improvements and all right (including all Intellectual Property Rights), title and interest therein and thereto. For the avoidance of doubt, the Parties acknowledge and agree that the assignment to Delta of Improvements as set forth in this Section 2.1(c) may be encumbered where a Customer reserves or obtains rights in Improvements made or created during performance of a Customer Contract or where Improvements are created under a Customer Contract involving security considerations that prevent or restrict delivery of the Improvements to Delta and the obligations in this Section 2.1(c) shall be consistent with this understanding. (d) Ultra CSRA shall provide Delta CSC with written notice of any Improvements made or created from or based on any Licensed Products or Applicable Licensed Product Items by or on behalf of Ultra CSRA or an Ultra a CSRA Subsidiary or, to UltraCSRA’s knowledge, any Contractor 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 Products License granted to Ultra CSRA in Section 2.1(a2.2(a) shall automatically be amended to allow Ultra CSRA to use such Improvements under the terms and conditions set forth in this Agreement. (e) The Unless and to the extent otherwise indicated on Schedule 1.1(vv), the Products License does not create on behalf of Ultra CSRA or any Ultra CSRA Subsidiary or Contractor End User any right to or interest in or right of possession or access to any the source code relating to the Licensed Products or Applicable Licensed Product Items or any right to possess, or copy or decompile object code relating to the Licensed Products or Applicable Licensed Product Items, in each case, other than as indicated on Schedule 1.1(a). (f) Ultra CSRA (acting through Ultra CSRA Personnel) may use the Licensed Products and the Applicable Licensed Product Items only to the extent required in connection with the operation of the Ultra CSRA Business, which during the Initial Term shall be solely in the Ultra Field and Shared CSRA Field, and otherwise in accordance with this Agreement. (g) Ultra CSRA shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under the Licensed Products or Applicable Licensed Product Items other than to Ultra Subsidiaries, Contractors and Customers CSRA Subsidiaries to the extent required in connection with the operation of the Ultra CSRA Business or to End Users, in each case in accordance with this Agreement. (h) Notwithstanding anything to the contrary contained herein, the Products License shall not extend to any Acquiring Person or to any Affiliate or subsidiary of any such Acquiring Person (other than CSRA and consistent with Pre-COC Subsidiaries). Without limiting the definition foregoing, if any material operations or businesses are contributed by any Affiliate of Internal Usean Acquiring Person (other than a Pre-COC Subsidiary) to CSRA or a Pre-COC Subsidiary, such contributed operations or businesses shall not be entitled to any of the rights granted pursuant to the Products License.

Grant of Products License. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Section 2.2, and excluding any Intellectual Property Rights of any Third Party in the Licensed Products and the Applicable Licensed Product Items, Delta hereby grants to Ultra a perpetual, non-transferrable, non-assignable, royalty-free limited license to access and use the Licensed Products and the Applicable Licensed Product Items for Internal Use and to sublicense the use of Licensed Products and the Applicable Licensed Product Items solely to Ultra Subsidiaries, in each case in accordance with and as expressly permitted by this Agreement and in no other manner whatsoever (the “Products License”). The Products License shall not include the right of Ultra to distribute, resell or otherwise transfer (including software-as-a-service distribution) any Licensed Product to any Customer in binary code form or otherwise. During the Term, the Products License shall be (i) limited solely to Internal Use use in the Ultra Field and Shared Field and (ii) exclusive for use in the Ultra Field (other than and subject to any rights in respect of the Licensed Products or the Applicable Licensed Product Items granted by Delta or any Delta Subsidiaries to any Third Party prior to the date of this Agreement) even as against Delta. (b) The Products License shall not entitle Ultra to access or use in accordance herewith, including Section 2.1(d), any Improvements to the Licensed Products or the Applicable Licensed Product Items or any new versions thereof, in each case that are created and released by Delta after the date of this Agreement. Ultra shall have the right to make its own Improvements to the Licensed Products or the Applicable Licensed Product Items. (c) Ultra hereby assigns to Deltaassigns, and agrees to cause all Ultra Subsidiaries to assign to Deltaassign, all of its right (including all Intellectual Property Rights), title and interest in and to any and all Improvements made or created from or based on any Licensed Products or Applicable Licensed Product Items by or on behalf of Ultra or a Ultra Subsidiary (including by Contractors) during following the TermEffective Date to Delta, and, as between the Parties and any Ultra Subsidiaries (and each agreement with a Contractor shall so provide), Delta shall have sole and exclusive ownership of such Improvements and all right (including all Intellectual Property Rights), title and interest therein and thereto. For the avoidance of doubt, the Parties acknowledge and agree that the assignment to Delta of Improvements as set forth in this Section 2.1(c) may be encumbered where a Customer reserves or obtains rights in Improvements made or created during performance of a Customer Contract or where Improvements are created under a Customer Contract involving security considerations that prevent or restrict delivery of the Improvements to Delta and the obligations in this Section 2.1(c) shall be consistent with this understanding. (d) Ultra shall provide Delta with written notice of any Improvements made or created from or based on any Licensed Products or Applicable Licensed Product Items by or on behalf of Ultra or an a Ultra Subsidiary or, to Ultra’s knowledge, any Contractor during the Term. After such notice is provided, such Improvements shall automatically be included in the definition of Licensed Product Items, and the Products License granted to Ultra in Section 2.1(a) shall automatically be amended to allow Ultra to use such Improvements under the terms and conditions set forth in this Agreement. (e) The Products License does not create on behalf of Ultra or any Ultra Subsidiary or Contractor any right to or interest in or right of possession or access to any source code relating to the Licensed Products or Applicable Licensed Product Items or any right to possess, or copy or decompile object code relating to the Licensed Products or Applicable Licensed Product Items, in each case, other than as indicated on Schedule 1.1(a). (f) Ultra (acting through Ultra Personnel) may use the Licensed Products and the Applicable Licensed Product Items only to the extent required in connection with the operation of the Ultra Business, which during the Term shall be solely in the Ultra Field and Shared Field, and otherwise in accordance with this Agreement. (g) Ultra shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under the Licensed Products or Applicable Licensed Product Items other than to Ultra Subsidiaries, Subsidiaries and Contractors and Customers to the extent required in connection with the operation of the Ultra Business Business. (h) Notwithstanding anything to the contrary contained herein, the Products License shall not extend to any Acquiring Person or to any Affiliate or subsidiary of any such Acquiring Person (other than Ultra and consistent with Pre-COC Subsidiaries). Without limiting the definition foregoing, if any material operations or businesses are contributed by any Affiliate of Internal Usean Acquiring Person (other than a Pre-COC Subsidiary) to Ultra or a Pre-COC Subsidiary, such contributed operations or businesses shall not be entitled to any of the rights granted pursuant to the Products License.