Common use of License to Generic Product Clause in Contracts

License to Generic Product. (a) Group A Generic Products — the Parties recognize that on the Effective Date Clearwire is a [*****] Affiliate and as such, pursuant to the provisions of [*****], is granted the rights of use to Amdocs’ Group A Generic Product as set forth in subsection 5.1.3(a)(i) below: (i) So long as Amdocs provides to Clearwire Services similar in scope to the Services ordered hereunder as of the Effective Date of this Agreement (including natural growth) , Amdocs affirms that Clearwire possesses, and otherwise hereby grants to Clearwire, and Clearwire hereby accepts, a royalty-free, fully-paid, non-transferable (except as permitted in this Agreement) license for Clearwire to [*****] with respect to [*****] or [*****] from [*****] the benefit of such use of, all modules of the [*****] as well as any [*****] in accordance with the provisions of this Agreement. Notwithstanding, [*****]. Customer Care and Billing Services Agreement Confidential (b) Group B Generic Products — the Parties further recognize that with respect to Generic Products as set forth in subsection 5.1.3(b)(i) below ordered directly by Clearwire from Amdocs (i.e. Generic Products which were not ordered by [*****] pursuant to the Original Agreement and which license fees were paid directly by Clearwire): (i) Subject to payment of the applicable license fees pursuant to the provisions of Schedule D to this Agreement, Amdocs affirms that Clearwire possesses, and otherwise hereby grants to Clearwire, and Clearwire hereby accepts, a royalty-free, fully-paid, perpetual(provided however that such license may be terminated by Amdocs for a Material Default as determined by the Arbitrator pursuant to the provisions of Section 6.3.2), non-transferable (except as permitted in this Agreement) license for Clearwire to [*****]. (c) Amdocs hereby represents and warrants that at the time of execution of this Agreement, Amdocs’ Generic Product only includes the modules and software products listed under Groups A and B in Annex 1 to Schedule D.

License to Generic Product. (a) Group A Generic Products — the Parties recognize that on the Effective Date Clearwire is a [*****] Affiliate and as such, pursuant to the provisions of [*****], is granted the rights of use to Amdocs’ Group A Generic Product as set forth in subsection 5.1.3(a)(i) below: (i) So long as Amdocs provides to Clearwire Services similar in scope to the Services ordered hereunder as of the Effective Date of this Agreement (including natural growth) , Amdocs affirms that Clearwire possessesSprint possess, and otherwise hereby grants to ClearwireSprint, a royalty-free, fully-paid, perpetual, non-transferable (except as permitted in this Agreement) license for Sprint (or its designee) to use, copy, modify and exploit [**] with respect to Subscribers or cancelled Subscribers [**] the benefit of the use of, all modules of the Generic Product, including those specified in Annex B to Schedule D (Charges), as well as any future releases of such modules or any new modules of the Generic Product, which are to be customized in accordance with each Implementation Services Order hereunder. (b) In addition to the license granted under paragraph (a) above, Amdocs affirms that Sprint possess, and Clearwire otherwise hereby acceptsgrants to Sprint, a royalty-free, fully-paid, non-transferable (except as permitted in this Agreement) license for Clearwire Sprint (or its designee) to use, copy, modify and exploit [*****] with respect to [*****] or [*****] from [*****] the benefit of such the use of, of all modules of the [*****] Generic Product, including those specified in Annex B to Schedule D (Charges), as well as any future releases of such modules or any new modules of the Generic Product, which are to be customized in accordance with each Implementation Services Order hereunder, only for as long as Amdocs provides to Sprint [*****] in accordance development and operational services similar to the Services hereunder with regard to the provisions utilization of the license granted under this Agreement. Notwithstanding, [*****]. Customer Care and Billing Services Agreement Confidential paragraph (b) Group B Generic Products — the Parties further recognize that with respect to Generic Products as set forth in subsection 5.1.3(b)(i) below ordered directly by Clearwire from Amdocs (i.e. Generic Products which were not ordered by [*****] pursuant to the Original Agreement and which license fees were paid directly by Clearwire): (i) Subject to payment of the applicable license fees pursuant to the provisions of Schedule D to this Agreement, Amdocs affirms that Clearwire possesses, and otherwise hereby grants to Clearwire, and Clearwire hereby accepts, a royalty-free, fully-paid, perpetual(provided however that such license may be terminated by Amdocs for a Material Default as determined by the Arbitrator pursuant to the provisions of Section 6.3.2), non-transferable (except as permitted in this Agreement) license for Clearwire to [*****]. (c) Amdocs hereby represents and warrants that at the time of execution of this Agreement, Amdocs’ ' Generic Product only includes the modules and software products listed under Groups A and B in Annex 1 B to Schedule D.D (Charges). Amdocs agrees that any modules and software products not listed in Annex B to Schedule D (Charges) hereto, and that are commercially available on the date hereof, shall be provided to Sprint [**].

License to Generic Product. (a) Group A Generic Products — the Parties recognize that on the Effective Date Clearwire is a [*****] Affiliate and as such, pursuant to the provisions of [*****], is granted the rights of use to Amdocs’ Group A Generic Product as set forth in subsection 5.1.3(a)(i) below: (i) So long as Amdocs provides to Clearwire Services similar in scope to the Services ordered hereunder as of the Effective Date of this Agreement (including natural growth) , Amdocs affirms that Clearwire possessesSprint possess, and otherwise hereby grants to ClearwireSprint, a royalty-free, fully-paid, perpetual, non-transferable (except as permitted in this Agreement) license for Sprint (or its designee) to use, copy, modify and exploit [**] with respect to Subscribers or cancelled Subscribers [**] the benefit of the use of, all modules of the Generic Product, including those specified in Annex B to Schedule D (Charges), as well as any future releases of such modules or any new modules of the Generic Product, which are to be customized in accordance with each applicable Additional Services Order hereunder. (b) In addition to the license granted under paragraph (a) above, Amdocs affirms that Sprint possess, and Clearwire otherwise hereby acceptsgrants to Sprint, a royalty-free, fully-paid, non-transferable (except as permitted in this Agreement) license for Clearwire Sprint (or its designee) to use, copy, modify and exploit [*****] with respect to [*****] or [*****] from [*****] the benefit of such the use of, of all modules of the [*****] Generic Product, including those specified in Annex B to Schedule D (Charges), as well as any future releases of such modules or any new modules of the Generic Product, which are to be customized in accordance with each applicable Additional Services Order hereunder, only for as long as Amdocs provides to Sprint [*****] in accordance development and operational services similar to the Services hereunder with regard to the provisions utilization of the license granted under this Agreement. Notwithstanding, [*****]. Customer Care and Billing Services Agreement Confidential paragraph (b) Group B Generic Products — the Parties further recognize that with respect to Generic Products as set forth in subsection 5.1.3(b)(i) below ordered directly by Clearwire from Amdocs (i.e. Generic Products which were not ordered by [*****] pursuant to the Original Agreement and which license fees were paid directly by Clearwire): (i) Subject to payment of the applicable license fees pursuant to the provisions of Schedule D to this Agreement, Amdocs affirms that Clearwire possesses, and otherwise hereby grants to Clearwire, and Clearwire hereby accepts, a royalty-free, fully-paid, perpetual(provided however that such license may be terminated by Amdocs for a Material Default as determined by the Arbitrator pursuant to the provisions of Section 6.3.2), non-transferable (except as permitted in this Agreement) license for Clearwire to [*****]. . (c) Amdocs hereby represents and warrants that at the time of execution of this Agreement, Amdocs’ Generic Product only includes the modules and software products listed under Groups A and B in Annex 1 B to Schedule D.D (Charges). Amdocs agrees that any modules and software products not listed in Annex B to Schedule D (Charges) hereto, and that are commercially available on the date hereof, will be provided to Sprint [**].