Common use of Grant of Products License Clause in Contracts

Grant of Products License. (a) CSC hereby grants to Computer Sciences GS a perpetual, non-transferrable, non-assignable, royalty-free, limited license to access and use the Licensed Product Items and to sublicense the Licensed Product Items solely to End Users, in each case in accordance with and as expressly permitted by this Agreement and the relevant Reseller Agreement and in no other manner whatsoever (the “Products License”). During the Initial Term, the Products 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 the 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 Products License shall entitle Computer Sciences GS to access and use in accordance with the applicable Reseller Agreement and herewith, including Section 2.1(d), all Improvements to the 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 to end users of the Licensed Product Items. Each Party’s obligation, if any, to make and provide Improvements with respect to the Licensed Product Items shall be as set forth in the applicable Reseller Agreement. (c) Computer Sciences GS hereby assigns all right, title and interest in and to any and all Improvements made or created from or based on any Licensed Product Items by or on behalf of Computer Sciences GS following the Effective Date to CSC, and, as between the Parties, CSC shall have sole and exclusive ownership of such Improvements and all right, title and interest therein and thereto. (d) Computer Sciences GS shall provide CSC with written notice of any Improvements made or created in accordance with the applicable Reseller Agreement from or based on any Licensed Product Items by or on behalf of Computer Sciences GS 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 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 applicable Reseller Agreement. (e) The Products License does not create on behalf of Computer Sciences GS any right to or interest in or right of possession or access to the source code relating to the Licensed Product Items or any right to possess, or copy or decompile object code relating to the Licensed Product Items, except the right to access and modify source code and compile it into object code solely to the extent and for the duration necessary for Computer Sciences GS to perform its maintenance and support obligations with respect to VirtualShip as set forth in the applicable Reseller Agreement. (f) Computer Sciences GS (acting through Computer Sciences GS Personnel) may use the 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 applicable 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 applicable Reseller Agreement. Subject to Section 2.4, the Licensed Product Items will be licensed to End Users under the applicable Licensed Xxxx. (g) Computer Sciences GS shall not transfer, assign or sublicense, or purport to transfer, assign or sublicense, its rights under the 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 and otherwise in accordance with this Agreement. (h) Notwithstanding anything to the contrary contained herein, the Products License shall not extend to any Person that, directly or indirectly, acquires 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 Products License. (i) For the avoidance of doubt, Computer Sciences GS shall not make, or permit any sublicensees or Affiliates to make, any copies of any Licensed Products without first obtaining an independent license key from CSC and paying the Third Party Reimbursement Fee associated with such copy.

Grant of Products License. (a) Except with respect to CSC Agility (which shall be licensed to Computer Sciences GS 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, CSC hereby grants to Computer Sciences GS a perpetual, non-transferrable, non-assignable, royalty-free, free limited license to access and use the Licensed Products and the Applicable Licensed Product Items and to sublicense the Licensed Products and the Applicable Licensed Product Items solely to Computer Sciences GS Subsidiaries and End Users, in each case in accordance with and as expressly permitted by this Agreement and the relevant Reseller Agreement and in no other manner whatsoever (the “Products License”). During the Initial Term, the Products 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 the Licensed Products 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 Products License shall entitle Computer Sciences GS to access and use in accordance with the applicable Reseller Agreement and herewith, including Section 2.1(d2.2(d), all Improvements to the Licensed Products and the Applicable Licensed Product Items as well as any new versions thereof thereof, in each case that are created and released by CSC during the Term and made generally available by CSC to end users of the Licensed Product Items. Each Party’s obligation, if any, to make Products and provide Improvements with respect to 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 as set forth in at the applicable Reseller Agreementsole discretion of CSC. (c) Computer Sciences GS hereby assigns assigns, and agrees to cause all rightComputer 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 any Licensed Products or 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 PartiesParties 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 rightright (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 in accordance with the applicable Reseller Agreement from or based on any Licensed Products or 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 Products License granted to Computer Sciences GS in Section 2.1(a2.2(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 applicable Reseller Agreement. (e) The Unless and to the extent otherwise indicated on Schedule 1.1(vv), the Products 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 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, except the right to access and modify source code and compile it into object code solely to the extent and for the duration necessary for Computer Sciences GS to perform its maintenance and support obligations with respect to VirtualShip as set forth in the applicable Reseller Agreement. (f) Computer Sciences GS (acting through Computer Sciences GS Personnel) may use the Licensed Products 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 applicable 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 applicable Reseller Agreement. Subject to Section 2.4, the Licensed Product Items will be licensed to End Users under the applicable Licensed Xxxx. (g) Computer Sciences GS 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 Computer Sciences GS Subsidiaries to the extent required in connection with the operation of the Computer Sciences GS Business and otherwise 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 that, directly or indirectly, acquires 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 Products License. (i) For the avoidance of doubt, Computer Sciences GS shall not make, or permit any sublicensees or Affiliates to make, any copies of any Licensed Products without first obtaining an independent license key from CSC and paying the Third Party Reimbursement Fee associated with such copy.

Grant of Products License. (a) Except with respect to CSC Agility (which shall be licensed to Computer Sciences GS 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, CSC hereby grants to Computer Sciences GS a perpetual, non-transferrable, non-assignable, royalty-free, free limited license to access and use the Licensed Products and the Applicable Licensed Product Items and to sublicense the Licensed Products and the Applicable Licensed Product Items solely to Computer Sciences GS Subsidiaries and End Users, in each case in accordance with and as expressly permitted by this Agreement and the relevant Reseller Agreement and in no other manner whatsoever (the “Products License”). During the Initial Term, the Products 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 the Licensed Products 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 Products License shall entitle Computer Sciences GS to access and use in accordance with the applicable Reseller Agreement and herewith, including Section 2.1(d2.2(d), all Improvements to the Licensed Products and the Applicable Licensed Product Items as well as any new versions thereof thereof, in each case that are created and released by CSC during the Term and made generally available by CSC to end users of the Licensed Product Items. Each Party’s obligation, if any, to make Products and provide Improvements with respect to 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 as set forth in at the applicable Reseller Agreementsole discretion of CSC. (c) Computer Sciences GS hereby assigns assigns, and agrees to cause all rightComputer 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 any Licensed Products or 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 PartiesParties 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 rightright (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 in accordance with the applicable Reseller Agreement from or based on any Licensed Products or 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 Products License granted to Computer Sciences GS in Section 2.1(a2.2(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 applicable Reseller Agreement. (e) The Unless and to the extent otherwise indicated on Schedule 1.1(vv), the Products 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 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, except the right to access and modify source code and compile it into object code solely to the extent and for the duration necessary for Computer Sciences GS to perform its maintenance and support obligations with respect to VirtualShip as set forth in the applicable Reseller Agreement. (f) Computer Sciences GS (acting through Computer Sciences GS Personnel) may use the Licensed Products 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 applicable 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 applicable Reseller Agreement. Subject to Section 2.4, the Licensed Product Items will be licensed to End Users under the applicable Licensed Xxxx. (g) Computer Sciences GS 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 Computer Sciences GS Subsidiaries to the extent required in connection with the operation of the Computer Sciences GS Business and otherwise 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 that, directly or indirectly, acquires 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 Products License. (i) For the avoidance of doubt, Computer Sciences GS shall not make, or permit any sublicensees or Affiliates to make, any copies of any Licensed Products without first obtaining an independent license key from CSC and paying the Third Party Reimbursement Fee associated with such copy.