License Grant to Provider. During the term of this Agreement, IBM grants Provider a worldwide, non-exclusive, paidup right and license to access and use PWB and any Integration APIs and related documentation made available by IBM through the IBM Platform for the sole purpose of integrating Provider’s Product listings into the IBM Platform for access by Users. Except as set forth in this Section, IBM and its licensors retain exclusive right, title and interest in and to (a) the IBM Platform, (b) all visual interfaces, text, graphics and other content included on the IBM Platform; (c) all underlying technology, software, data, and other materials that implement and/or operate the IBM Platform (including PWB and Integration APIs if applicable); (d) any and all modifications and enhancements and derivative works made to (a) through (d); and (e) any and all intellectual property rights in or related to (a) through (d).
License Grant to Provider. As of the Service Commencement Date, Client hereby grants to Provider, and Provider hereby accepts from Client, a limited, non-exclusive, non-transferable, royalty-free right and license to use Client Works during the Term, to the extent necessary and appropriate for the sole purpose of Provider’s performing the Services, providing the Deliverables, and operating and supporting and maintaining the Systems, subject to, and as provided for by, the terms and conditions of this Agreement. Provider acknowledges that Client Works represent the valuable, intellectual property of Client. To the extent necessary for Provider to provide the Services, such license grant extends to Subcontractors designated by Provider that sign a written agreement to be bound by all of the terms contained herein applicable to Client Works. Provider and its Subcontractors shall not (a) use any of Client Works for the benefit of any Person other than Client, or (b) reverse assemble, reverse engineer, translate, disassemble, decompile any of Client Works without the prior written approval of Client, which may be withheld in Client’s sole discretion.
License Grant to Provider. During the MSA Term and Termination Assistance Period. (a) Subject to Provider’s obtaining the applicable consents and complying with the terms of any applicable third-party agreements, Company hereby grants to Provider (and, to the extent necessary for Provider to provide the Services, to Permitted Subcontractors) a worldwide, nonexclusive, nontransferable, limited license to or right to Use, as applicable, the Company Pre-Existing Intellectual Property, Company Software (up to the license limits set forth in the applicable SOW) and the Company New Intellectual Property during the MSA Term and any Termination Assistance Period. Any such license rights are granted solely as necessary for Provider’s performance of Services in accordance with the provisions of the Agreement. (b) Except as expressly provided in Section 14.5(a) with respect to Permitted Subcontractors, Provider may not sublicense, assign, lease or otherwise transfer, distribute or exploit any of the Company Intellectual Property or any of the license rights granted to it under Section 14.5(a) to an Affiliate of Provider or any third party, whether directly, indirectly or by operation of Law, including by merger, stock transfer, or otherwise. (c) All Company Intellectual Property constitutes Company Confidential Information and may contain valuable trade secrets of Company. As such, Provider shall keep all Company Intellectual Property confidential in accordance with the provisions of Article 12. 14.6
