Common use of License to DIR Owned Materials Clause in Contracts

License to DIR Owned Materials. (a) As of the Effective Date, DIR hereby grants to Successful Respondent and, if and to the extent necessary for Successful Respondent to provide the Services, to Subcontractors designated by Successful Respondent, a non- exclusive, non-transferable, royalty-free limited right and license during the Term to Use the DIR Owned Materials provided by DIR and/or the DIR Customers to Successful Respondent for the express and sole purpose of providing the Services, subject to any conditions or limitations arising from the financial participation of United States federal government authorities in the development or acquisition of such DIR Owned Materials or otherwise imposed under applicable Laws. Successful Respondent shall have no right to the source code to such DIR Owned Materials unless and to the extent approved in advance in writing by DIR. DIR Owned Materials shall remain the property of DIR. Successful Respondent shall not: (i) use any DIR Owned Materials for the benefit of any person or Entity other than DIR or the DIR Customers; (ii) separate or uncouple any portions of the DIR Owned Materials, in whole or in part, from any other portions thereof; or (iii) reverse assemble, reverse engineer, translate, disassemble, decompile, or otherwise attempt to create or discover any source or human readable code, underlying algorithms, ideas, file formats, or programming interfaces of the DIR Owned Materials by any means whatsoever without the prior approval of DIR, which may be withheld at DIR’s sole discretion. (b) Except as otherwise requested or approved by DIR, Successful Respondent shall cease all use of DIR Owned Materials upon the end of the Term and shall certify such cessation to DIR in a notice signed by an officer of Successful Respondent. THE DIR OWNED MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR OWNED MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR OWNED MATERIALS FOR USE BY SUCCESSFUL RESPONDENT TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 4 contracts

Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement

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License to DIR Owned Materials. (a) As of the Effective Commencement Date, DIR hereby grants to Successful Respondent Service Provider and, if and to the extent necessary for Successful Respondent Service Provider to provide the Services, to Subcontractors designated by Successful RespondentService Provider, a non- non-exclusive, non-transferable, royalty-free limited right and license during the Term to Use the DIR Owned Materials provided by DIR and/or the DIR Customers to Successful Respondent Service Provider for the express and sole purpose of providing the Services, subject to any conditions or limitations arising from the financial participation of United States federal government authorities in the development or acquisition of such DIR Owned Materials or otherwise imposed under applicable Laws. Successful Respondent Service Provider shall have no right to the source code to such DIR Owned Materials unless and to the extent approved in advance in writing by DIR. DIR Owned Materials shall remain the property of DIR. Successful Respondent Service Provider shall not: not (i) use any DIR Owned Materials for the benefit of any person or Entity other than DIR or the DIR Customers; , (ii) separate or uncouple any portions of the DIR Owned Materials, in whole or in part, from any other portions thereof; or , or (iii) reverse assemble, reverse engineer, translate, disassemble, decompile, decompile or otherwise attempt to create or discover any source or human readable code, underlying algorithms, ideas, file formats, formats or programming interfaces of the DIR Owned Materials by any means whatsoever whatsoever, without the prior approval of DIR, which may be withheld at DIR’s 's sole discretion. (b) . Except as otherwise requested or approved by DIR, Successful Respondent Service Provider shall cease all use of DIR Owned Materials upon the end of the Term and shall certify such cessation to DIR in a notice signed by an officer of Successful RespondentService Provider. THE DIR OWNED MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT SERVICE PROVIDER ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR OWNED MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR OWNED MATERIALS FOR USE BY SUCCESSFUL RESPONDENT SERVICE PROVIDER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 4 contracts

Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement

License to DIR Owned Materials. (a) As of the Effective Commencement Date, DIR hereby grants to Successful Respondent and, if and to the extent necessary for Successful Respondent to provide the Services, to Subcontractors designated by Successful Respondent, a non- non-exclusive, non-transferable, royalty-free limited right and license during the Term to Use the DIR Owned Materials provided by DIR and/or the DIR Customers to Successful Respondent for the express and sole purpose of providing the Services, subject to any conditions or limitations arising from the financial participation of United States federal government authorities in the development or acquisition of such DIR Owned Materials or otherwise imposed under applicable Laws. Successful Respondent shall have no right to the source code to such DIR Owned Materials unless and to the extent approved in advance in writing by DIR. DIR Owned Materials shall remain the property of DIR. Successful Respondent shall not: not (i) use any DIR Owned Materials for the benefit of any person or Entity other than DIR or the DIR Customers; , (ii) separate or uncouple any portions of the DIR Owned Materials, in whole or in part, from any other portions thereof; or , or (iii) reverse assemble, reverse engineer, translate, disassemble, decompile, or otherwise attempt to create or discover any source or human readable code, underlying algorithms, ideas, file formats, formats or programming interfaces of the DIR Owned Materials by any means whatsoever whatsoever, without the prior approval of DIR, which may be withheld at DIR’s 's sole discretion. (b) . Except as otherwise requested or approved by DIR, Successful Respondent shall cease all use of DIR Owned Materials upon the end of the Term and shall certify such cessation to DIR in a notice signed by an officer of Successful Respondent. THE DIR OWNED MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT Successful Respondent ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR OWNED MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR OWNED MATERIALS FOR USE BY SUCCESSFUL RESPONDENT TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 3 contracts

Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement

License to DIR Owned Materials. (a) As of the Effective Commencement Date, DIR hereby grants to Successful Respondent Service Provider and, if and to the extent necessary for Successful Respondent Service Provider to provide the Services, to Subcontractors designated by Successful RespondentService Provider, a non- non-exclusive, non-transferable, royalty-free limited right and license during the Term to Use the DIR Owned Materials provided by DIR and/or the DIR Customers to Successful Respondent Service Provider for the express and sole purpose of providing the Services, subject to any conditions or limitations arising from the financial participation of United States federal government authorities in the development or acquisition of such DIR Owned Materials or otherwise imposed under applicable Laws. Successful Respondent Service Provider shall have no right to the source code to such DIR Owned Materials unless and to the extent approved in advance in writing by DIR. DIR Owned Materials shall remain the property of DIR. Successful Respondent Service Provider shall not: not (i) use any DIR Owned Materials for the benefit of any person or Entity other than DIR or the DIR Customers; , (ii) separate or uncouple any portions of the DIR Owned Materials, in whole or in part, from any other portions thereof; or , or (iii) reverse assemble, reverse engineer, translate, disassemble, decompile, or otherwise attempt to create or discover any source or human readable code, underlying algorithms, ideas, file formats, or programming interfaces of the DIR Owned Materials by any means whatsoever whatsoever, without the prior approval of DIR, which may be withheld at DIR’s 's sole discretion. (b) . Except as otherwise requested or approved by DIR, Successful Respondent Service Provider shall cease all use of DIR Owned Materials upon the end of the Term and shall certify such cessation to DIR in a notice signed by an officer of Successful RespondentService Provider. THE DIR OWNED MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT SERVICE PROVIDER ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR OWNED MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR OWNED MATERIALS FOR USE BY SUCCESSFUL RESPONDENT SERVICE PROVIDER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement

License to DIR Owned Materials. (a) As of the Effective Date, DIR hereby grants to Successful Respondent and, if and to the extent necessary for Successful Respondent to provide the Services, to Subcontractors designated by Successful Respondent, a non- exclusive, non-transferable, royalty-free limited right and license during the Term to Use the DIR Owned Materials provided by DIR and/or the DIR DCS Customers to Successful Respondent for the express and sole purpose of providing the Services, subject to any conditions or limitations arising from the financial participation of United States federal government authorities in the development or acquisition of such DIR Owned Materials or otherwise imposed under applicable Laws. Successful Respondent shall have no right to the source code to such DIR Owned Materials unless and to the extent approved in advance in writing by DIR. DIR Owned Materials shall remain the property of DIR. Successful Respondent shall not: (i) use any DIR Owned Materials for the benefit of any person or Entity other than DIR or the DIR DCS Customers; (ii) separate or uncouple any portions of the DIR Owned Materials, in whole or in part, from any other portions thereof; or (iii) reverse assemble, reverse engineer, translate, disassemble, decompile, or otherwise attempt to create or discover any source or human readable code, underlying algorithms, ideas, file formats, or programming interfaces of the DIR Owned Materials by any means whatsoever without the prior approval of DIR, which may be withheld at DIR’s sole discretion. (b) Except as otherwise requested or approved by DIR, Successful Respondent shall cease all use of DIR Owned Materials upon the end of the Term and shall certify such cessation to DIR in a notice signed by an officer of Successful Respondent. THE DIR OWNED MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR OWNED MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR OWNED MATERIALS FOR USE BY SUCCESSFUL RESPONDENT TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 2 contracts

Samples: Mainframe Services Master Services Agreement, Master Services Agreement

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License to DIR Owned Materials. (a) As of the Effective Commencement Date, DIR hereby grants to Successful Respondent Service Provider and, if and to the extent necessary for Successful Respondent Service Provider to provide the Services, to Subcontractors designated by Successful RespondentService Provider, a non- non-exclusive, non-transferable, royalty-free limited right and license during the Term to Use the DIR Owned Materials provided by DIR and/or the DIR Customers to Successful Respondent Service Provider for the express and sole purpose of providing the Services, subject to any conditions or limitations arising from the financial participation of United States federal government authorities in the development or acquisition of such DIR Owned Materials or otherwise imposed under applicable Laws. Successful Respondent Service Provider shall have no right to the source code to such DIR Owned Materials unless and to the extent approved in advance in writing by DIR. DIR Owned Materials shall remain the property of DIR. Successful Respondent Service Provider shall not: not (i) use any DIR Owned Materials for the benefit of any person or Entity other than DIR or the DIR Customers; , (ii) separate or uncouple any portions of the DIR Owned Materials, in whole or in part, from any other portions thereof; or , or (iii) reverse assemble, reverse engineer, translate, disassemble, decompile, decompile or otherwise attempt to create or discover any source or human readable code, underlying algorithms, ideas, file formats, formats or programming interfaces of the DIR Owned Materials by any means whatsoever whatsoever, without the prior approval of DIR, which may be withheld at DIR’s 's sole discretion. (b) . Except as otherwise requested or approved by DIR, Successful Respondent Service Provider shall cease all use of DIR Owned Materials upon the end of the Term and shall certify such cessation to DIR in a notice signed by an officer of Successful RespondentService Provider. THE DIR OWNED MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT SERVICE PROVIDER ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR OWNED MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR OWNED MATERIALS FOR USE BY SUCCESSFUL RESPONDENT SERVICE PROVIDER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. For the avoidance of doubt, the provision of suitable, properly functioning DIR Owned Materials, if necessary to Service Provider’s performance of the Services, is subject to Section 10.2 (Savings Clause).

Appears in 1 contract

Samples: Master Services Agreement

License to DIR Owned Materials. (a) As of the Effective Date, DIR hereby grants to Successful Respondent andand its Subcontractors, if and to the extent necessary for Successful Respondent to provide the Services, to Subcontractors designated by Successful Respondent, a non- non-exclusive, non-non- transferable, royalty-free limited right and license during the Term to Use the DIR Owned Materials provided by DIR and/or the DIR Customers to Successful Respondent for the express and sole purpose of providing the Services, subject to any conditions or limitations arising from the financial participation of United States federal government authorities in the development or acquisition of such DIR Owned Materials or otherwise imposed under applicable Laws. Successful Respondent shall have no right to the source code to such DIR Owned Materials unless and to the extent approved in advance in writing by DIR. DIR Owned Materials shall remain the property of DIR. . (b) Successful Respondent shall not: (i) use any DIR Owned Materials for the benefit of any person or Entity other than DIR or the DIR Customers; (ii) separate or uncouple any portions of the DIR Owned Materials, in whole or in part, from any other portions thereof; or (iii) reverse assemble, reverse engineer, translate, disassemble, decompile, or otherwise attempt to create or discover any source or human readable code, underlying algorithms, ideas, file formats, or programming interfaces of the DIR Owned Materials by any means whatsoever without the prior approval of DIR, which may be withheld at DIR’s sole discretion. (bc) Except as otherwise requested or approved by DIR, Successful Respondent shall cease all use of DIR Owned Materials upon the end expiration of the Term termination of this Agreement and shall certify such cessation to DIR in a notice signed by an officer of Successful Respondent. . (d) THE DIR OWNED MATERIALS ARE PROVIDED BY DIR TO SUCCESSFUL RESPONDENT ON AN AS-IS, WHERE-IS BASIS. DIR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE DIR OWNED MATERIALS OR THE CONDITION OR SUITABILITY OF THE DIR OWNED MATERIALS FOR USE BY SUCCESSFUL RESPONDENT TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 1 contract

Samples: Master Services Agreement

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