Common use of License to Intellectual Property Clause in Contracts

License to Intellectual Property. (a) If necessary to the performance of Services hereunder, upon notice from Vendor, DIR and/or Customers shall enter into good faith negotiations to license to Vendor any Intellectual Property owned by DIR and/or Customers. (b) In the event the Vendor makes or has made any Modifications to any software owned by DIR and /or a Customer under this CTSA, DIR and/or the Customer, as appropriate, shall own the modifications, and Vendor hereby assigns all of its rights, titles and interests (including Intellectual Property rights) to such modifications to the appropriate party, either DIR or the Customer. Upon the request of DIR or the Cus- tomer, Vendor will give a written assignment of the modifications to the requesting party. During the Term, Vendor retains a terminable, non-transferable, non-exclusive and paid-up license to use the modifications in performing Services under this CTSA, and to use the modifications to provide Services to other Customers, including the right to sub-license or further license those modifications only to Customers. (c) The Vendor shall own all modifications to the Vendor owned Software made by the Vendor and any modifications to the Vendor Proprietary software made on behalf of DIR and/or a Customer. DIR and /or the affected Customer hereby assign its rights, titles and interests (including Intellectual Property rights) to such modifications to the Vendor. Vendor’s license to DIR and /or the affected Customer to use Vendor Pro- prietary Software shall extend to such modifications; provided, however, Vendor’s warranties and indemnities with respect to Vendor Proprietary Software do not ex- tend to any modifications made on behalf of DIR and/or a Customer by contractors other than Vendor and its Subcontractors. Notwithstanding the foregoing Vendor does not grant ownership or licensing/marketing rights in or pertaining to Vendor In- tellectual Property assets (including ownership of custom developments).

License to Intellectual Property. (a) If necessary to the performance of Services hereunder, upon notice from VendorSuccessful Respondent, DIR and/or Customers shall enter into good faith negotiations to license to Vendor Successful Respondent any Intellectual Property owned by DIR and/or Customers. (b) In the event the Vendor Successful Respondent makes or has made any Modifications modifications or configurations to any software Software owned by DIR and /or and/or a Customer under this CTSA, DIR and/or the Customer, as appropriate, shall own the modificationsmodifications or configurations and the related scripts, processes, and Vendor documentation, and Successful Respondent hereby assigns all of its rights, titles and interests (including Intellectual Property rights) to such modifications or configurations and the related scripts, processes, and documentation to the appropriate party, either DIR or the Customer. Upon the request of DIR or the Cus- tomerCustomer, Vendor Successful Respondent will give a written assignment of the modifications or configurations and the related scripts, processes, and documentation to the requesting party. During the Term, Vendor Successful Respondent retains a terminable, non-transferable, non-exclusive and paid-up license to use the modifications in performing Services under this CTSA, and to use the modifications to provide Services to other Customers, including the right to sub-license or further license those modifications only to Customers. DocuSign Envelope ID: E811F504-B4CA-4770-8F6C-B19E5F631500 DIR Contract No. DIR-TELE-CTSA-016 Vendor Contract No. (c) The Vendor Successful Respondent shall own all modifications to the Vendor Successful Respondent owned Software made by the Vendor Successful Respondent and any modifications to the Vendor Successful Respondent Proprietary software Software made on behalf of DIR and/or a Customer. DIR and /or and/or the affected Customer hereby assign its rights, titles titles, and interests (including Intellectual Property rights) to such modifications to the VendorSuccessful Respondent. VendorSuccessful Respondent shall provide DIR and/or Customer with a nonexclusive, non-transferable, royalty-free limited right and license during the Term to use the modifications for purposes of receiving Services. Successful Respondent’s license to DIR and /or and/or the affected Customer to use Vendor Pro- prietary Successful Respondent Proprietary Software shall extend to such modifications; provided, however, VendorSuccessful Respondent’s warranties and indemnities with respect to Vendor Successful Respondent Proprietary Software do not ex- tend extend to any modifications made on behalf of DIR and/or a Customer by contractors other than Vendor Successful Respondent and its Subcontractors. Notwithstanding 21 TRANSITION PLAN FOR EXPIRATION OF THE CTSA Refer to Section 9, Termination Assistance, of the foregoing Vendor does not grant ownership or licensing/marketing rights in or pertaining to Vendor In- tellectual Property assets TEX-AN 2021 Statement of Work (including ownership of custom developmentsSOW).

License to Intellectual Property. (a) If necessary to the performance of Services hereunder, upon notice from VendorSuccessful Respondent, DIR and/or Customers shall enter into good faith negotiations to license to Vendor Successful Respondent any Intellectual Property owned by DIR and/or Customers. (b) In the event the Vendor Successful Respondent makes or has made any Modifications modifications or configurations to any software Software owned by DIR and /or and/or a Customer under this CTSA, DIR and/or the Customer, as appropriate, shall own the modificationsmodifications or configurations and the related scripts, processes, and Vendor documentation, and Successful Respondent hereby assigns all of its rights, titles and interests (including Intellectual Property rights) to arising in such modifications or configurations and the related scripts, processes, and documentation to the appropriate party, either DIR or the Customer. Upon the request of DIR or the Cus- tomerCustomer, Vendor Successful Respondent will give a written assignment of the modifications or configurations and the related scripts, processes, and documentation to the requesting party. During the Term, Vendor Successful Respondent retains a terminable, non-transferable, non-exclusive and paid-up license to use the modifications in performing Services under this CTSA, and to use the modifications to provide Services to other Customers, including the right to sub-license or further license those modifications only to Customers. (c) The Vendor Successful Respondent shall own all modifications to the Vendor Successful Respondent owned Software made by the Vendor Successful Respondent and any modifications to the Vendor Successful Respondent Proprietary software Software made on behalf of DIR and/or a Customer. DIR and /or and/or the affected Customer hereby assign its rights, titles titles, and interests (including Intellectual Property rights) to arising in such modifications to the VendorSuccessful Respondent. VendorSuccessful Respondent shall provide DIR and/or Customer with a nonexclusive, non-transferable, royalty-free limited right and license during the Term to use the modifications for purposes of receiving Services. Successful Respondent’s license to DIR and /or and/or the affected Customer to use Vendor Pro- prietary Successful Respondent Proprietary Software shall extend to such modifications; provided, however, VendorSuccessful Respondent’s warranties and indemnities with respect to Vendor Successful Respondent Proprietary Software do not ex- tend extend to any modifications made on behalf of DIR and/or a Customer by contractors other than Vendor Successful Respondent and its Subcontractors. Notwithstanding the foregoing Vendor does not grant ownership or licensing/marketing rights in or pertaining to Vendor In- tellectual Property assets (including ownership of custom developments).

License to Intellectual Property. (a) If necessary to the performance of Services hereunder, upon notice from VendorSuccessful Respondent, DIR and/or Customers shall enter into good faith negotiations to license to Vendor Successful Respondent any Intellectual Property owned by DIR and/or Customers. (b) In the event the Vendor Successful Respondent makes or has made any Modifications modifications or configurations to any software Software owned by DIR and /or and/or a Customer under this CTSA, DIR and/or the Customer, as appropriate, shall own the modificationsmodifications or configurations and the related scripts, processes, and Vendor documentation, and Successful Respondent hereby assigns all of its rights, titles and interests (including Intellectual Property rights) to such modifications or configurations and the related scripts, processes, and documentation to the appropriate party, either DIR or the Customer. Upon the request of DIR or the Cus- tomerCustomer, Vendor Successful Respondent will give a written assignment of the modifications or configurations and the related scripts, processes, and documentation to the requesting party. During the Term, Vendor Successful Respondent retains a terminable, non-transferable, non-exclusive and paid-up license to use the modifications in performing Services under this CTSA, and to use the modifications to provide Services to other Customers, including the right to sub-license or further license those modifications only to Customers. DocuSign Envelope ID: 4B3055A2-D6E3-41E9-995A-73894658E30F DIR Contract No. DIR-TELE-CTSA-007 Vendor Contract No. (c) The Vendor Successful Respondent shall own all modifications to the Vendor Successful Respondent owned Software made by the Vendor Successful Respondent and any modifications to the Vendor Successful Respondent Proprietary software Software made on behalf of DIR and/or a Customer. DIR and /or and/or the affected Customer hereby assign its rights, titles titles, and interests (including Intellectual Property rights) to such modifications to the VendorSuccessful Respondent. VendorSuccessful Respondent shall provide DIR and/or Customer with a nonexclusive, non-transferable, royalty-free limited right and license during the Term to use the modifications for purposes of receiving Services. Successful Respondent’s license to DIR and /or and/or the affected Customer to use Vendor Pro- prietary Successful Respondent Proprietary Software shall extend to such modifications; provided, however, VendorSuccessful Respondent’s warranties and indemnities with respect to Vendor Successful Respondent Proprietary Software do not ex- tend extend to any modifications made on behalf of DIR and/or a Customer by contractors other than Vendor Successful Respondent and its Subcontractors. Notwithstanding the foregoing Vendor does not grant ownership or licensing/marketing rights in or pertaining to Vendor In- tellectual Property assets (including ownership of custom developments).

License to Intellectual Property. (a) If necessary to the performance of Services hereunder, upon notice from Vendor, DIR and/or Customers shall enter into good faith negotiations to license to Vendor any Intellectual Property owned by DIR and/or Customers. (b) In the event the Vendor makes or has made any Modifications to any software owned by DIR and /or a Customer under this CTSA, DIR and/or the Customer, as appropriate, shall own the modifications, and Vendor hereby assigns all of its rights, titles and interests (including Intellectual Property rights) to such modifications to the appropriate party, either DIR or the Customer. Upon the request of DIR or the Cus- tomer, Vendor will give a written assignment of the modifications to the requesting party. During the Term, Vendor retains a terminable, non-transferable, non-exclusive and paid-up license to use the modifications in performing Services under this CTSA, and to use the modifications to provide Services to other Customers, including the right to sub-license or further license those modifications only to Customers. (c) The Vendor shall own all modifications to the Vendor owned Software made by the Vendor and any modifications to the Vendor Proprietary software made on behalf of DIR and/or a Customer. DIR and /or the affected Customer hereby assign its rights, titles titlkes and interests (including Intellectual Property rights) to such modifications to the Vendor. Vendor’s license to DIR and /or the affected Customer to use Vendor Pro- prietary Software shall extend to such modifications; provided, however, Vendor’s warranties and indemnities with respect to Vendor Proprietary Software do not ex- tend to any modifications made on behalf of DIR and/or a Customer by contractors other than Vendor and its Subcontractors. Notwithstanding the foregoing Vendor does not grant ownership or licensing/marketing rights in or pertaining to Vendor In- tellectual Property assets (including ownership of custom developments).

License to Intellectual Property. (a) If necessary to the performance of Services hereunder, upon notice from VendorSuccessful Respondent, DIR and/or Customers shall enter into good faith negotiations to license to Vendor Successful Respondent any Intellectual Property owned by DIR and/or Customers. (b) In the event the Vendor Successful Respondent makes or has made any Modifications modifications or configurations to any software Software owned by DIR and /or and/or a Customer under this CTSA, DIR and/or the Customer, as appropriate, shall own the modificationsmodifications or configurations and the related scripts, processes, and Vendor documentation, and Successful Respondent hereby assigns all of its rights, titles and interests (including Intellectual Property rights) to such modifications or configurations and the related scripts, processes, and documentation to the appropriate party, either DIR or the Customer. Upon the request of DIR or the Cus- tomerCustomer, Vendor Successful Respondent will give a written assignment of the modifications or configurations and the related scripts, processes, and documentation to the requesting party. During the Term, Vendor Successful Respondent retains a terminable, non-transferable, non-exclusive and paid-up license to use the modifications in performing Services under this CTSA, and to use the modifications to provide Services to other Customers, including the right to sub-license or further license those modifications only to Customers. (c) The Vendor Successful Respondent shall own all modifications to the Vendor Successful Respondent owned Software made by the Vendor Successful Respondent and any modifications to the Vendor Successful Respondent Proprietary software Software made on behalf of DIR and/or a Customer. DIR and /or and/or the affected Customer hereby assign its rights, titles titles, and interests (including Intellectual Property rights) to such modifications to the VendorSuccessful Respondent. VendorSuccessful Respondent shall provide DIR and/or Customer with a nonexclusive, non-transferable, royalty-free limited right and license during the Term to use the modifications for purposes of receiving Services. Successful Respondent’s license to DIR and /or and/or the affected Customer to use Vendor Pro- prietary Successful Respondent Proprietary Software shall extend to such modifications; provided, however, VendorSuccessful Respondent’s warranties and indemnities with respect to Vendor Successful Respondent Proprietary Software do not ex- tend extend to any modifications made on behalf of DIR and/or a Customer by contractors other than Vendor Successful Respondent and its Subcontractors. Notwithstanding the foregoing Vendor does not grant ownership or licensing/marketing rights in or pertaining to Vendor In- tellectual Property assets (including ownership of custom developments).