Common use of LICENCES OF EXULT SUPPLIER INTELLECTUAL PROPERTY ON TERMINATION Clause in Contracts

LICENCES OF EXULT SUPPLIER INTELLECTUAL PROPERTY ON TERMINATION. On expiration or termination of this Agreement for any reason, Exult Supplier shall offer to, and at the Client's option, grant to the Client or Successor Operator (or, in the case of Exult Supplier Intellectual Property licensed to Exult Supplier from a third party, use reasonable endeavours for the provision of services substantially similar to the Services under similar economic arrangements ) to procure the grant to the Client, BPA and the BPA Affiliates or Successor Operator of) a worldwide, perpetual, irrevocable, non-exclusive, unlimited user licence (which shall be at the lesser of the standard market rates and the lowest royalty Exult Supplier charges to other licensees for similar licences for the provision of services substantially similar to the Services provided under similar economic arrangements to use, modify and enhance any Exult Supplier Intellectual Property used for the provision of the Services in the [***]* immediately before the termination or expiry of this Agreement, with a right to grant sub-licences to Successor Operators, subject to Exult Supplier's prior consent to the identity of such Successor Operator for the purpose of being a sub-licensee of such Exult Supplier Intellectual Property and the terms of such sub-licence, such consent not to be unreasonably withheld or delayed. Such licence shall be for use solely in connection with the provision of services comparable to the Services for the Client and Participating Affiliates.

LICENCES OF EXULT SUPPLIER INTELLECTUAL PROPERTY ON TERMINATION. On expiration or termination of this Agreement for any reason, Exult Supplier shall offer to, and at the Client's option, grant to the Client or Successor Operator (or, in the case of Exult Supplier Intellectual Property licensed to Exult Supplier from a third party, use reasonable endeavours for the provision of services substantially similar to the Services under similar economic arrangements ) to procure the grant to the Client, BPA and the BPA Affiliates or Successor Operator of) a worldwide, perpetual, irrevocable, non-exclusive, unlimited user licence (which shall be at the lesser of the standard market rates and the lowest royalty Exult Supplier charges to other licensees for similar licences for the provision of services substantially similar to the Services provided under similar economic arrangements to use, modify and enhance any Exult Supplier Intellectual Property used for the provision of the Services in the [***]* immediately before the termination or expiry of this Agreement, with a right to grant sub-licences to Successor Operators, subject to Exult Supplier's prior consent to the identity of such Successor Operator ------------------- * Confidential treatment is requested for the purpose of being a sub-licensee of such Exult Supplier Intellectual Property redacted portion. Confidential redacted portion has been omitted and the terms of such sub-licence, such consent not to be unreasonably withheld or delayed. Such licence shall be for use solely in connection filed separately with the provision of services comparable to the Services for the Client Securities and Participating AffiliatesExchange Commission.