LICENSE OF ONSTAR ITEMS TO MAGIC Sample Clauses

LICENSE OF ONSTAR ITEMS TO MAGIC. GM hereby grants (on behalf of itself and its Affiliates, to the extent that GM has actual authority to do so, and to the extent GM does not have actual authority to do so, the rights granted to Affiliate(s) hereunder are conditioned upon the Affiliate(s) agreeing to hereby grant) to Magic a worldwide, perpetual and irrevocable, non-transferable (except as provided in Section 14.7 (Assignment)), non-exclusive, royalty-free and fully paid license, under all of GM's and its Affiliates' applicable Intellectual Property Rights, except as provided by Section 4.10, to use, reproduce, perform, display, distribute, modify, and create Improvements to the OnStar Items created during the term of this Agreement, as follows: (a) during the five (5) year exclusivity period set forth in clause (b) of Section 3.3 (Exclusivity), as such exclusivity period may be shortened in accordance with Section 3.3 (Exclusivity), Magic may exercise these licensed rights only outside the Field of Use; and (b) after the expiration or termination of such exclusivity period, Magic may exercise these licensed rights for any purpose; provided, however, that in either case Magic may not copy or reuse any XML or other scripts included in the OnStar Items; the foregoing limitation does not prevent the re-creation of XML or other scripts that cannot be implemented in a different manner because of the merger of the idea and the expression they convey. GM will deliver to Magic any OnStar Items necessary to operate and support the OnStar Service (including Source Code) not already in Magic's possession upon completion of the development thereof.

LICENSE OF ONSTAR ITEMS TO MAGIC. GM hereby grants (on behalf of itself and its Affiliates, to the extent that GM has actual authority to do so, and to the extent GM does not have actual authority to do so, the rights granted to Affiliate(s) hereunder are conditioned upon the Affiliate(s) agreeing to hereby grant) to Magic a worldwide, perpetual and irrevocable, non-transferable (except as provided in Section 14.7 (Assignment)), non-exclusive, royalty-free and fully paid license, under all of GM's and its Affiliates' applicable Intellectual Property Rights, except as provided by Section 4.10, to use, reproduce, perform, display, distribute, modify, and create Improvements to the OnStar Items created during the term of this Agreement, as follows: (a) during the [**] exclusivity period set forth in clause (b) of Section 3.3 (Exclusivity), as such exclusivity period may be shortened in accordance with Section 3.3 (Exclusivity), Magic may exercise these licensed rights only outside the Field of Use; and [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) after the expiration or termination of such exclusivity period, Magic may exercise these licensed rights for any purpose; provided, however, that in either case Magic may not copy or reuse any XML or other scripts included in the OnStar Items; the foregoing limitation does not prevent the re-creation of XML or other scripts that cannot be implemented in a different manner because of the merger of the idea and the expression they convey. GM will deliver to Magic any OnStar Items necessary to operate and support the OnStar Service (including Source Code) not already in Magic's possession upon completion of the development thereof.