License Grant to Vendor Sample Clauses

License Grant to Vendor. Subject to the County’s Intellectual Property Rights in the Work Product and the Deliverables, the County hereby grants, and Vendor hereby accepts, a limited, non-exclusive, non- transferable, royalty-free right and license to use the Deliverables during the Term, to the extent necessary and appropriate for the sole purpose of Vendor’s performing the Services, providing other Deliverables, and operating and supporting and maintaining the Systems, subject to, and as provided for by, the terms and conditions of this Agreement. To the extent necessary for Vendor to provide the Services, such license grant extends to Subcontractors designated by Vendor that sign a written agreement to be bound by all of the terms contained herein applicable to the Deliverables. Vendor and its Subcontractors shall not (a) use any of the Work Product for the benefit of any Person other than the County, or (b) except to the extent necessary to perform the Services, reverse assemble, reverse engineer, translate, disassemble, decompile any of the Work Product without the prior approval of the County, which may be withheld in the County’s sole discretion.
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License Grant to Vendor. Subject to the Client’s Intellectual Property Rights in the Work Product and the Deliverables, the Client hereby grants, and Vendor hereby accepts, a limited, non-exclusive, non- transferable, royalty-free right and license to use the Deliverables during the Term, to the extent necessary and appropriate for the sole purpose of Vendor’s performing the Services, providing other Deliverables, and operating and supporting and maintaining the Systems, subject to, and as provided for by, the terms and conditions of this Agreement. To the extent necessary for Vendor to provide the Services, such license grant extends to Subcontractors designated by Vendor that sign a written agreement to be bound by all of the terms contained herein applicable to the Deliverables. Vendor and its Subcontractors shall not (a) use any of the Work Product for the benefit of any Person other than the Client, or (b) except to the extent necessary to perform the Services, reverse assemble, reverse engineer, translate, disassemble, decompile any of the Work Product without the prior approval of the Client, which may be withheld in the Client’s sole discretion.
License Grant to Vendor. Subject to Vendor having obtained any Required Consents, and solely to the extent of the County’s underlying rights, the County hereby grants, and Vendor hereby accepts, a limited, non-exclusive, non-transferable, royalty-free right and license to use the Third Party Works during the Term, to the extent necessary and appropriate for the sole purpose of Vendor’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. To the extent necessary for Vendor to provide the Services, such license grant extends to Subcontractors designated by Vendor that sign a written agreement to be bound by all of the terms contained herein applicable to the Third Party Works. Vendor and its Subcontractors shall not (a) use any of the Third Party Works for the benefit of any Person other than the County, or (b) reverse assemble, reverse engineer, translate, disassemble, decompile any of the Third Party Works without the prior written approval of the County, which may be withheld in the County’s sole discretion.
License Grant to Vendor. As of the Services Commencement Date, the Commonwealth hereby grants, and Vendor hereby accepts, a limited, non-exclusive, non-transferable, royalty-free right and license to use the Commonwealth Works during the Term, to the extent necessary and appropriate for the sole purpose of Vendor’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. Vendor acknowledges that the Commonwealth Works represent the valuable, intellectual property of the Commonwealth . To the extent necessary for Vendor to provide the Services, such license grant extends to Subcontractors designated by Vendor that sign a written agreement to be bound by all of the terms contained herein applicable to the Commonwealth Works. Vendor and its Subcontractors shall not (i) use any of the Commonwealth Works for the benefit of any Person other than the Commonwealth, or (ii) reverse assemble, reverse engineer, translate, disassemble, decompile any of the Commonwealth Works without the prior written approval of the Commonwealth, which may be withheld in the Commonwealth’s sole discretion.
License Grant to Vendor. Subject to the Commonwealth’s Intellectual Property Rights in the Work Product and the Deliverables, the Commonwealth hereby grants, and Vendor hereby accepts, a limited, non-exclusive, non-transferable, royalty-free right and license to use the Deliverables during the Term, to the extent necessary and appropriate for the sole purpose of Vendor’s performing the Services, providing other Deliverables, and operating and supporting and maintaining the Systems, subject to, and as provided for by, the terms and conditions of this Agreement. To the extent necessary for Vendor to provide the Services, such license grant extends to Subcontractors designated by Vendor that sign a written agreement to be bound by all of the terms contained herein applicable to the Deliverables. Vendor and its Subcontractors shall not (i) use any of the Work Product for the benefit of any Person other than the Commonwealth, or (ii) except to the extent necessary to perform the Services, reverse assemble, reverse engineer, translate, disassemble, decompile any of the Work Product without the prior approval of the Commonwealth, which may be withheld in the Commonwealth’s sole discretion.
License Grant to Vendor. Subject to Vendor having obtained any Required Consents, and solely to the extent of the Commonwealth’s underlying rights, the Commonwealth hereby grants, and Vendor hereby accepts, a limited, non-exclusive, non-transferable, royalty-free right and license to use the Third Party Works during the Term, to the extent necessary and appropriate for the sole purpose of Vendor’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. To the extent necessary for Vendor to provide the Services, such license grant extends to Subcontractors designated by Vendor that sign a written agreement to be bound by all of the terms contained herein applicable to the Third Party Works. Vendor and its Subcontractors shall not (i) use any of the Third Party Works for the benefit of any Person other than the Commonwealth, or (ii) reverse assemble, reverse engineer, translate, disassemble, decompile any of the Third Party Works without the prior written approval of the Commonwealth, which may be withheld in the Commonwealth’s sole discretion.
License Grant to Vendor. Subject to Vendor having obtained any Required Consents, and solely to the extent of the Client’s underlying rights, the Client hereby grants, and Vendor hereby accepts, a limited, non-exclusive, non-transferable, royalty-free right and license to use the Client’s Third Party Works during the Term and any period of Disentanglement, to the extent necessary and appropriate for the sole purpose of Vendor’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. To the extent necessary for Vendor to provide the Services, such license grant extends to Subcontractors designated by Vendor that sign a written agreement to be bound by all of the terms contained herein applicable to the Client’s TPW. Vendor and its Subcontractors shall not (a) use any of the Client’s TPW for the benefit of any Person other than the Client, or (b) reverse assemble, reverse engineer, translate, disassemble, decompile any of the Client’s TPW without the prior written approval of the Client, which may be withheld in the Client’s sole discretion.
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License Grant to Vendor. During the term of this Agreement, IBM grants Vendor a worldwide, royalty free, non-exclusive, right and license to access and use the Digital Platform tooling and any Integration APIs and related documentation made available by IBM through such Digital Platform for the sole purpose of integrating Vendor’s Product Listing(s) into the Digital Platform for access by IBM Clients. Except as set forth in this Section, IBM and its licensors retain exclusive right, title and interest in and to (a) all Digital Platforms, (b) all visual interfaces, text, graphics and other content included on the Digital Platforms; (c) all underlying technology, software, data, and other materials that implement and/or operate the Digital Platforms (including Integration APIs if applicable); (d) any and all modifications and enhancements and derivative works made to (a) through (c); and (e) any and all intellectual property rights in or related to (a) through (d).

Related to License Grant to Vendor

  • License Grant If Products include software, firmware or documentation, Supplier grants to DXC a non-exclusive, perpetual, royalty free, worldwide license to use, reproduce, display, prepare derivative works of the documentation and distribute such works, software, firmware or documentation directly or as integrated into DXC products, and to sublicense such rights to third parties. Supplier shall identify all licenses and deliver to DXC all materials required to meet the requirements of any licenses for third party software that is included in the Products. Supplier shall deliver to DXC the source code for any software licensed under a license that has a source availability requirement (such as the GNU General Public License). If the source code is not included with the material that Supplier has previously delivered, Supplier shall deliver within seven (7) days after DXC’s request the source code for any software licensed under an open source license that has a source availability requirement. Supplier grants DXC the right to duplicate and distribute the materials as necessary.

  • License Granted Subject to the terms and conditions of this Agreement and in consideration of Licensee’s obligation to pay monetary fees as outlined in Schedule A, such fees which may be adjusted from time to time by mutual written consent of the parties, Licensor hereby grants, and Licensee hereby accepts, a worldwide, non-exclusive, non-transferable, irrevocable, perpetual right and licence, to use the Software and all related documentation for use in sports related mobile apps. Licensor also grants permission to Licensee to make and create customizations, updates or corrections to the Software. The parties agree that Licensor shall continue to own all right, title and interest in and to the Software and all intellectual property rights embodied therein or related thereto including, but not limited to, the source and object codes and any customizations, updates and corrections to the Software. Except as expressly provided herein, no intellectual property rights are granted to Licensee by implication, estoppel, or otherwise. Licensee will safeguard the Software and its related materials with that degree of normal due care commensurate with reasonable standards of industrial security for the protection of trade secrets and proprietary information so that no unauthorized use is made of them and no disclosure of any part of their contents is made to anyone other than Licensee’s employees, agents or consultants whose duties reasonably require such disclosure, or as necessary in the ordinary course of business. Licensee shall make all such persons fully aware of their responsibility to fulfill the obligations of Licensee under this Agreement.

  • License Grants The licenses granted in this Section 2 are subject to the terms and conditions set forth in this XXXX: a. Subject to Section 2(b), you may install and use the Software on a single computer; OR install and store the Software on a storage device, such as a network server, used only to install the Software on your other computers over an internal network, provided you have a license for each separate computer on which the Software is installed and run. Except as otherwise provided in Section 2(b), a license for the Software may not be shared, installed or used concurrently on different computers. b. In addition to the single copy of the Software permitted in Section 2(a), the primary user of the computer on which the Software is installed may make a second copy of the Software and install it on either a portable computer or a computer located at his or her home for his or her exclusive use, provided that: A. the second copy of the Software on the portable or home computer (i) is not used at the same time as the copy of the Software on the primary computer and (ii) is used by the primary user solely as allowed for such version or edition (such as for educational use only), B. the second copy of the Software is not installed or used after the time such user is no longer the primary user of the primary computer on which the Software is installed. c. In the event the Software is distributed along with other PremiumSoft software products as part of a suite of products (collectively, the "Studio"), the license of the Studio is licensed as a single product and none of the products in the Studio, including the Software, may be separated for installation or use on more than one computer. d. You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software. You may not sell or transfer any copy of the Software made for backup purposes. e. You agree that PremiumSoft may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse PremiumSoft for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. f. Your license rights under this XXXX are non-exclusive.

  • Sublicense Grant Licensee will be entitled to grant Sublicenses to third parties under the license granted pursuant to Section 2.1 subject to the terms of this Section 2.3. Any such Sublicense shall be on terms and conditions in compliance with and not inconsistent with the terms of this Agreement. The grant of a Sublicense shall not in any way diminish or alter Licensee’s obligations under this Agreement.

  • The License 3.1.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, and in particular subject to the due fulfillment of all the obligations assumed towards Maha-Metro by the Licensee, Maha-Metro hereby grants and authorizes the Licensee to the following (the “Specified Purpose”) : a. To have access to Licensed Space(s) during the License Period, develop, finance, commission, operate, manage and maintain the Licensed Space(s) during the License Period at the cost and risk of the Licensee. Any development made by the Licensee on the Licensed Space(s) shall be deemed to be the property of Maha-Metro and all the rights of the Licensee in the Licensed Space(s) shall relinquish in the favour of Maha-Metro. b. Subsequent to the Fitment Period, to utilise the licensed space, at its own costs and risk, for carrying out activities stated at Point No.

  • License Grant and Restrictions You are granted a personal, limited, non-exclusive, non-transferable license, to electronically access and use the MX Money Management Service (the “Service”) to manage your financial data, and the purchase rewards application (“Debit Rewards Offers”) to benefit from your debit card purchases. In addition to the MX Money Management Service and the Debit Rewards Offers, the terms "Service" and “Debit Rewards Offers” also include any other programs, tools, internet-based services, components and any "updates" (for example, service maintenance, Debit Rewards information, help content, bug fixes, or maintenance releases, etc.) of the Service or Debit Rewards Offers if and when they are made available to you by us or by our third-party vendors. Certain Service and Debit Rewards Offers may be accompanied by, and will be subject to, additional terms and conditions. You are not licensed or permitted to do any of the following and you may not allow any third party to do any of the following: • Access or attempt to access any other systems, programs or data that are not made available for public use • Copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from MX Money Management or from the Debit Rewards Offers program • Permit any third party to benefit from the use or functionality of the Service or Debit Rewards Offers, or any other services provided in connection with them, via a rental, lease, timesharing, service bureau, or other arrangement • Transfer any of the rights granted to you under this license • Work around any technical limitations in the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble, or otherwise reverse engineer the Service except as otherwise permitted by applicable law • Perform or attempt any actions that would interfere with the proper working of the Service or Debit Rewards Offers or any services provided in connection with them, prevent access to or the use of the Service, Debit Rewards Offers or any or services provided in connection with them by other licensees or customers, or impose an unreasonable or disproportionately large load on the infrastructure • Otherwise use the Service, Debit Rewards Offers or any services provided in connection with them except as expressly allowed under this Section 1. The Service and Debit Rewards Offers are protected by copyright, trade secret and other intellectual property laws. You do not have any rights to the trademarks or service marks.

  • No License Granted Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information.

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

  • Right to Sublicense Company shall have the right to sublicense to any third party the rights conferred upon Company under this Agreement, subject to the following conditions: 2.4.1 Wistar shall have the right to approve in advance any Sublicensee if Company is not selling Licensed Product at the time of sublicensing negotiations, provided that such approval shall not be unreasonably withheld; and further provided, however, that such approval shall be deemed to have been given if Wistar does not object to the proposed Sublicensee within [**] ([**]) business days after Company notifies Wistar in writing of the name of such Sublicensee. 2.4.2 Any Sublicense shall be in writing, shall be consistent with all of the terms and conditions of this Agreement, and shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Without limiting the foregoing, each Sublicense shall (i) provide that in the event Sublicensee brings a Patent Challenge against Wistar or assists another party in bringing a Patent Challenge against Wistar (except as required under a court order or subpoena or if legally compelled by an administrative agency) then Company may terminate the Sublicense, (ii) require Sublicensee to indemnify, hold harmless and defend Wistar and carry insurance under the same terms set forth in Article 6 below, and (iii)state that Wistar is an intended third party beneficiary of such Sublicense, including for the purpose of enforcing such termination, indemnification, and insurance provisions. 2.4.3 No Sublicensee shall be permitted to sublicense further any of its rights under any Sublicense. Each Sublicense shall contain an agreement and acknowledgment by the Sublicensee that such Sublicense and the Sublicensee are subject to the terms and conditions of the license granted to Company under this Agreement. 2.4.4 Notwithstanding any Sublicense, Company shall remain primarily liable to Wistar for all of Company’s duties and obligations contained in this Agreement, and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Company shall be deemed to be a breach by Company of this Agreement. Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**]. 2.4.5 If Wistar has a claim arising under this Agreement against a Sublicensee, Wistar may seek a remedy directly against Company and may, but is not required to, seek a remedy against the Sublicensee. 2.4.6 If Company becomes subject to a Bankruptcy Event, all payments then or thereafter due and owing to Company from its Sublicensees shall thereupon, and without any notice from Wistar to any such Sublicensee, become payable directly to Wistar for the account of Company; provided, however, that Wistar shall remit to Company any amount by which such payments exceed the amounts owed by Company to Wistar. 2.4.7 Company shall furnish Wistar with a fully executed copy of any Sublicense agreement within thirty (30) days after execution without redaction. 2.4.8 Any sublicense that is not in compliance with all of the provisions of this Section 2.4 shall be void.

  • CFR PART 200 Rights to Inventions If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Pursuant to the above, when the foregoing applies to ESC Region 8 and TIPS Members, Vendor certifies that during the term of an award resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in the Federal rule above. Does vendor agree? Yes

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