Grant of Source Code License Sample Clauses

Grant of Source Code License. (a) Subject to the terms of this Agreement, Service Provider hereby grants, and Novation, VHA, UHC and HPPI each hereby accepts, a nontransferable, non-assignable (except to Affiliates of Novation, VHA, UHC or HPPI), non-exclusive, limited and royalty-free license to modify and use the GHX Exchange Software solely in accordance with this Section 6.4.3; provided, however, that Novation, VHA, UHC and HPPI each agrees not to exercise its rights under such license to the GHX Exchange Software unless and until the occurrence of an Activation Event. Upon such occurrence, Novation, VHA, UHC and HPPI each may use the GHX Exchange Software to operate the GHX Exchange solely for the benefit of Participating Members and limited to the extent necessary to cause Suppliers' products to remain available for purchase by Participating Members. Subject to the conditions set forth herein, Novation, VHA, UHC and HPPI each shall have the right to run such software on an unlimited number of servers which it controls and shall ensure that no distribution of such software is permitted to any third party. (b) Novation's, VHA's, UHC's and HPPI's license to use the GHX Exchange Software set forth in Section 6.4.3(a) is limited solely to the extent necessary to enable Participating Members to use the GHX Exchange in the state it exists as of the date of an Activation Event, and only for such limited purpose. Novation, VHA, UHC and HPPI will each be entitled: (i) to modify and make derivative works of the Client Software; (ii) to use, reproduce, transmit and copy the Client Software, and (iii) to sublicense the Client Software to Participating Members; provided, however, Novation, VHA, UHC and HPPI each agrees not to use, reproduce, transmit, copy, distribute or sublicense the Client Software until the occurrence of an Activation Event. (c) In connection with the license granted under Section 6.4.3(a), Novation, VHA, UHC and HPPI each shall have the right to use Updates to the Client Software that may become available to Participating Members. Upon such availability of Updates to the Client Software or GHX Exchange Software, as the case may be, ______________________ Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. Service Provider shall provide each of Novation, VHA, UHC and HPPI with one copy of each such Update (in object code form only) without additional charge. Additionally, every six months during t...
Sample 1See All (6)
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Grant of Source Code License. Upon the Effective Date, PlanetCAD grants to Dassault Systemes a fully-paid, royalty-free, non-exclusive, non-transferable, worldwide license: (i) To use the Source Code of the Product(s) only to support and maintain the Users, directly, should PlanetCAD be in material breach of its maintenance obligations as provided for under Exhibit D. (ii) To distribute Source Code of the Product(s) only to the extent necessary to fulfill any contractual source code escrow obligations of third party agreements relating to the sale and distribution of the Product(s). The distribution right set forth herein is subject to (a) Dassault Systemes giving PlanetCAD reasonable notice of such contractual source code escrow obligations and (b) PlanetCAD's approval, which shall not be unreasonably withheld or delayed. PlanetCAD agrees to deliver to Dassault Systemes a copy of the Product(s) Source Code for any delivery of the master CD related to the Product(s). Such delivery will take place before the initial launching of the Product(s) distribution and will be made for any update of the Product(s).
Sample 1Sample 2See All (4)
Grant of Source Code License. The term „Source Code“ means the preferred form of the Original Work for making modifications to it and all available documentation describing how to modify the Original Work. Licensor agrees to provide a machine-readable copy of the Source Code of the Original Work along with each copy of the Original Work that Licensor distributes. Licensor reserves the right to satisfy this obligation by placing a machine-readable copy of the Source Code in an information repository reasonably calculated to permit inexpensive and convenient access by You for as long as Licensor continues to distribute the Original Work.
Sample 1Sample 2
Grant of Source Code License. (a) Augment hereby grants to Avid a non-exclusive, irrevocable, perpetual license to use, modify, copy, or make derivative works of the Source Code to the extent expressly provided in this Section 2 and solely at the Designated Location for the consideration set forth in Section 2(c) and subject to the terms and conditions otherwise set forth in this Agreement (the "Source Code License"). Subject to the terms and conditions of this Agreement, Augment further grants to Avid a non-exclusive, irrevocable, perpetual license under any patents, copyrights, trade secrets or other intellectual property rights owned or licensed by Augment at any time during the terms of this Agreement to the extent necessary to exercise any right and license granted under this Agreement. The Source Code License is non-transferable, non-assignable, and without the right to sub-license, except in connection with the sale to any Person (a "Permitted Sublicensee") of a line of Avid's business that includes the transfer of substantially all rights in one or more products related to the Software and all obligations under this Agreement. Notwithstanding any other provision in this Agreement, the Source Code License shall not include any right to market, distribute, or publicly perform or display any form of the Source Code, or to make the Source Code available to any Person that is not an employee or an Independent Contractor or Permitted Sublicensee of Avid modifying or making derivative works of the Software on behalf of Avid. (b) RIGHTS GRANTED BY THE SOURCE CODE. (i) Avid shall exclusively own all right, title, and interest in any Avid Derived Works of the Source Code and associated Binary Code only to the extent of Avid's modifications or alterations to the Source Code. (ii) Avid agrees to give notice of Augment's proprietary interest in the Software and the provisions of this Agreement to any Avid employee to whom the Source Code is made available. Avid shall require any Independent Contractor granted access to or information about the Source Code to execute a Non-Disclosure Agreement containing substantially the provisions in the form attached as Schedule C. (iii) In no case shall Avid have any ownership interest in Augment's SOURCE CODE OR preexisting work embodied in the Software, nor shall any aspect of the Source Code License affect the scope, duration, ownership, or substance of Augment's ownership interest in the SOURCE CODE OR THE Software.
Sample 1
Grant of Source Code License. 24 6.4.4 Third Party Technology 26 6.4.5 Source Code Escrow. 26 6.4.6 Proprietary Rights; Restrictions 28 7. FEES AND TAXES 28 7.1 Fees 28 7.2 Taxes 29 7.3 Other Expenses 29 7.4 Payment Terms 29 7.4.1 Invoices 29 7.4.2 Payments 29 7.4.3 Credits 29 7.5 Member-Based Pricing 29 7.5.1 Conversion to Member-Based Pricing 29 7.5.2 [*****] Member-Based Pricing 30
Sample 1

Related to Grant of Source Code License

  • User License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software for the number of user(s) set forth in the Order Form for Commercial purposes.

  • Grant of Sublicense Subject to the terms and conditions of this Agreement, Adviser hereby grants to the Trust a non-transferable sublicense to use the Index (and associated data and information) listed on Exhibit A in the manner set forth in, and subject to the terms of, the License Agreement.

  • Developer License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license for the number of Developer(s) indicated in the Order Form to install the Software on any number of Machines in order to internally use the Software to create, develop and test Applications. For clarity, a single Software license may be re-allocated to another Developer in the event that the original Developer is no longer employed by you or has been assigned to a new role where access to the Software will no longer be required on a permanent basis.

  • SOFTWARE LICENSE GRANT Where Product is acquired on a licensed basis the following shall constitute the license grant:

  • Sublicense SONY shall be permitted to sublicense the rights ---------- granted in Section 2.1 only to: (a) wholly-owned subsidiaries of SONY; provided that SONY shall promptly notify LEXAR in writing of sublicenses granted to subsidiaries and SONY shall acknowledge responsibility for such subsidiary's compliance with the terms of this Lexar Technology License Agreement; and (b) any parties for the manufacture, use, offer for sale, import and sale of Host Devices and any components of Host Devices, provided that such third parties shall only be sublicensed under LEXAR Intellectual Property Rights for that portion of a Host Device or of any component of a Host Device that communicates directly with a Licensed Memory Stick. SONY's sublicense rights under this Section 2.2(b) shall be contingent upon SONY entering into a written agreement with each sublicensee in the form of Exhibit C. SONY will provide LEXAR with a copy of each such --------- sublicense agreement immediately after execution thereof. Nothing in this Agreement shall be construed as permitting SONY to reveal LEXAR Confidential Information, as such term is defined in Section 6, to sublicensees under this Section 2.2(b). In the event that SONY determines that the Memory Stick Specification contains LEXAR Confidential Information, LEXAR and SONY agree to negotiate in good faith additional specific provisions to the form sublicensee agreement to sufficiently protect LEXAR's Confidential Information. LEXAR and SONY acknowledge that in the course of these negotiations, the parties' mutual interest in making the Host Device manufacturing license available as broadly as possible should be weighed against the importance of protecting LEXAR's Confidential Information. Sublicensees under this Section 2.2 shall not have the right to sublicense the rights granted under this agreement. * Material has been omitted and filed separately with the Commission.

  • Software License The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Server License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software on the number of Server(s) listed in the Order Form for Commercial purposes. Unless stated otherwise in the Order Form, for the purposes of this license grant, you may install the Software on one (1) Machine as a substitute for, and not in addition to, one (1) Server. The total count of Server(s) where the Software is installed must not exceed the number of licenses purchased on the applicable Order Form(s).

  • Grant of License to Use Intellectual Property Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

  • Grant of License During the term of this Contract: a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier. b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

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