License to Proprietary Technology. The Investment Manager owns and controls certain intellectual property rights to certain inventions relating to proprietary structures, models, methodologies, and strategies used in connection with the Funds and described in one or more pending patent applications (collectively, the “Proprietary Technology”). Each Trust and each Fund acknowledges and agrees that, as between it and the Investment Manager, the Investment Manager owns and controls the Proprietary Technology. The Investment Manager grants to each Trust and its corresponding Fund a royalty-free, non-exclusive license to use the Proprietary Technology for the duration of this Agreement with respect to such Trust and Fund, and any extensions or renewals thereof, solely in connection with the operation, management, and administration of such Trust and Fund. Such license shall, immediately upon termination of this Agreement with respect to any Trust and Fund, be deemed terminated with respect to such Trust and Fund by the Investment Manager, in which event the applicable Trust and Fund shall promptly take whatever action may be necessary (including calling a meeting of the Trust’s Board of Trustees or the Fund’s shareholders) to discontinue any use of the Proprietary Technology in connection with such Trust and Fund.
License to Proprietary Technology. Contractor shall provide a fully-paid, perpetual, royalty-free, license to Client (or its designee), at no charge, to use, copy, and modify, all Contractor Underlying Works and Contractor Derivatives that would be needed in order to allow Client (or its designee) to continue to perform the Services as the same might exist at the time of Disentanglement. Contractor shall provide Client with a copy of all Contractor Underlying Works and all Contractor Derivatives in such media as requested by Client, together with object code, source code, and documentation. Contractor shall also offer to Client the right to receive maintenance (including all enhancements and upgrades) and support with respect to such Contractor Underlying Works and Contractor Derivatives for so long as Client requires it, at the best rates and terms Contractor is offering to other major customers for services of a similar nature and scope.
License to Proprietary Technology. Except as otherwise provided herein, Vendor, upon Disentanglement and at no charge to the County, shall provide the County (or its designee) with a fully-paid, perpetual, royalty-free, worldwide license to use, copy, and modify all Vendor Works which are used to deliver the Services exclusively to the County that are needed in order to allow the County (or its designee) to continue to perform and receive the benefit of the Services and to use, operate, support, maintain, and receive the benefit of the Systems, as such Systems might exist, or such Services are being performed, at the time of the Expiration or Termination Date. For the avoidance of doubt, any Vendor Work or Vendor System that is utilized that the Vendor uses to provide services to multiple clients, which are identified in Attachment J (Shared Resource) is excluded from this provision. Vendor shall provide the County with a full and complete copy of each such Vendor Work that constitutes Software, in such forms and media as requested by the County, together with all object code, source code, and then-available Documentation thereto. Vendor shall also offer to the County the right to receive maintenance (including all enhancements and upgrades) and support with respect to all Vendor Works for which Vendor commercially offers such maintenance and support, for so long as the County requires it, at no charge for the first two (2) years following the applicable Expiration Date and, thereafter, at reasonable commercial rates and terms similar to those that Vendor is then offering to other major customers for services of a similar nature and scope, unless otherwise agreed to by the Parties in writing.
License to Proprietary Technology. The Investment Manager owns and controls certain intellectual property rights to certain inventions relating to proprietary structures, models, methodologies, and strategies used in connection with the Fund and described in one or more pending patent applications (collectively, the “Proprietary Technology”). Each of the Trust and the Fund acknowledges and agrees that, as between it and the Investment Manager, the Investment Manager owns and controls the Proprietary Technology. The Investment Manager grants to each of the Trust and the Fund a royalty-free, non-exclusive license to use the Proprietary Technology for the duration of this Agreement, and any extensions or renewals thereof, solely in connection with the operation, management, and administration of the Trust and the Fund. Such license shall, immediately upon termination of this Agreement, be deemed terminated by the Investment Manager, in which event the Trust and the Fund shall promptly take whatever action may be necessary (including calling a meeting of the Trust’s Board of Trustees or the Fund’s shareholders) to discontinue any use of the Proprietary Technology in connection with the Trust and the Fund.
License to Proprietary Technology. To the extent set forth in Section 12.2, Vendor, upon Disentanglement and at no charge to the Client, shall provide the Client (or its designee) with a fully-paid, perpetual, royalty-free, worldwide license to use, copy, and modify all Vendor Works that are needed in order to allow the Client (or its designee) to continue to perform and receive the benefit of the Services and to use, operate, support, maintain, and receive the benefit of the Systems, as such Systems might exist, or such Services are being performed, at the time of the Expiration Date. Vendor shall provide the Client with a full and complete copy of each such Vendor Work that constitutes Software, in such forms and media as requested by the Client, together with all object code, source code, and then-available Documentation thereto. Vendor shall also offer to the Client the right to receive maintenance (including all enhancements and upgrades) and support with respect to all Vendor Works for which Vendor commercially offers such maintenance and support, for so long as the Client requires it, at no charge for the first two (2) years following the applicable Expiration Date and, thereafter, at reasonable commercial rates and terms similar to those that Vendor is then offering to other major customers for services of a similar nature and scope, unless otherwise agreed to by the Parties in writing.
License to Proprietary Technology. Except as otherwise provided herein, Provider, upon Disentanglement and at no charge to Client, shall provide Client (or its designee) with a fully-paid, 5-year, royalty-free, worldwide license to use, copy, and modify all Provider Works that are needed in order to allow Client (or its designee) to continue to perform and receive the benefit of the Services and to use, operate, support, maintain, and receive the benefit of the Systems, as such Systems might exist, or such Services are being performed, at the time of the Expiration Date. For the avoidance of doubt, any Provider Work or Provider System that is utilized which Provider uses to provide services to multiple clients (Shared Resource) is excluded from this provision. Provider shall provide Client with a full and complete copy of each such Provider Work that constitutes Software, in such forms and media as requested by Client, together with all object code, source code, and then-available Documentation, Provider shall also offer to Client the right to receive maintenance (including all enhancements and upgrades) and support with respect to all Provider Works for which Provider commercially offers such maintenance and support, for so long as Client requires it, at no charge for the first two (2) years following the applicable Expiration Date and, thereafter, at reasonable commercial rates and terms similar to those that Provider is then offering to other major customers for services of a similar nature and scope, unless otherwise agreed to by the Parties in writing.
License to Proprietary Technology. To the extent set forth in any Statement of Work, GMS, at no charge to any Service Recipient, hereby grants to Service Recipients (or their designees) a fully-paid, perpetual, royalty-free, worldwide license to use all GMS IP that is embedded in any Client IP in order to allow Service Recipients (or their designees) to continue to use the same. Service Recipients may only exercise the foregoing right upon any Disentanglement. GMS shall provide Client with a full and complete copy of any such GMS IP that is embedded in Client IP in such commercially reasonable forms and media as requested by Client in writing.
License to Proprietary Technology. Except as otherwise provided herein, Vendor, upon Disentanglement and at no charge to the Commonwealth, shall provide the Commonwealth (or its designee) with a fully-paid, perpetual, royalty-free, worldwide license to use, copy, and modify all Vendor Works that are needed in order to allow the Commonwealth (or its designee) to continue to perform and receive the benefit of the Services and to use, operate, support, maintain, and receive the benefit of the Systems, as such Systems might exist, or such Services are being performed, at the time of the Expiration Date. Vendor shall provide the Commonwealth with a full and complete copy of each such Vendor Work that constitutes Software, in such forms and media as requested by the Commonwealth, together with all object code, source code, and then-available Documentation thereto. If such then-available Documentation is insufficient to allow individuals who meet the qualifications required of the Vendor Personnel set forth in this Agreement to fully understand, use, and operate such Vendor Works, then Vendor shall create additional Documentation that fully meets the requirements set forth in this Agreement in a timely manner and promptly provide such additional Documentation to the Commonwealth, all at no charge. Vendor shall also offer to the Commonwealth the right to receive maintenance (including all enhancements and upgrades) and support with respect to all Vendor Works for which Vendor commercially offers such maintenance and support, for so long as the Commonwealth requires it, at no charge for the first two (2) years following the applicable Expiration Date and, thereafter, at reasonable commercial rates and terms similar to those that Vendor is then offering to other major customers for services of a similar nature and scope, unless otherwise agreed to by the Parties in writing.
