License to Service Provider Owned Materials. As of the Effective Date, Service Provider hereby grants to DIR and the Customers during the Term, at no additional charge, a world-wide, non-exclusive, irrevocable (provided that Service Provider Owned Materials are used in accordance with the terms hereof), royalty-free right and license to Use, with the right to allow, other STC Service Providers, DIR Contractors, and other third parties to Use for the benefit of or Use by DIR and Customers, the Service Provider Owned Materials that are provided to DIR (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, and media related thereto), including to (i) receive the full benefit of the Services; (ii) perform or have performed services of the nature of the Services, including in-scope processes and services; (iii) monitor, access, interface with or use the Materials then being used in the performance of the Services; and (iv) perform or have performed ancillary services and functions, including related information technology services and functions. Service Provider Owned Materials shall remain the property of Service Provider. The rights and obligations of DIR, the Customers, Customer and their disclosed designee(s) with respect to such Service Provider Owned Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 14.6. DIR and Customers will not cause or permit any
License to Service Provider Owned Materials. Effective upon the first use by the Service Provider of any Service Provider Owned Materials to provide the Services, Service Provider hereby grants to Allegheny and the Eligible Recipients, at no additional charge, a world-wide non-exclusive, royalty-free right and license during the Term and any Termination Assistance Services period to (i) access, use, execute, reproduce, display, distribute (among themselves and, only as appropriate, to Allegheny Third Party Contractors) and perform such Service Provider Owned Materials and (ii) modify, enhance and create Derivative Works of such Service Provider Owned Materials, provided that Allegheny will notify Service Provider of any such modifications, enhancements and Derivative Works and obtain Service Provider’s approval through the Change Control Procedures if Allegheny’s modifications, enhancements or Derivative Works would impair Service Provider’s ongoing use of such Material to perform the Services. In addition, at no additional Charge, Service Provider hereby grants to Allegheny Third Party Contractor(s) a non-exclusive, royalty-free right and license during the Term and any Termination Assistance Services period, for the benefit of Allegheny and the Eligible Recipients, to (x) access use, execute, reproduce, display, distribute (to Allegheny and such Eligible Recipients and, only as appropriate, to Allegheny Third Party Contractors) and perform such Service Provider Owned Materials and (y) modify, enhance and create Derivative Works of such Service Provider Owned Materials, provided that Allegheny will notify Service Provider of any such modifications, enhancements and Derivative Works and obtain Service Provider’s approval through the Change Control Procedures if any Allegheny Third Party Contractor’s modifications, enhancements or Derivative Works would impair Service Provider’s ongoing use of such Material to perform the Services. For purposes of this Section 14.3(b), Service Provider Owned Materials include all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto. Allegheny, the Eligible Recipients and Allegheny Third Party Contractors may only exercise the rights granted to the Service Provider Owned Materials pursuant to this Section 14.3(b) in order to (A) receive the full benefit of the Services provided by Service Provider, and (B) perform or have performed services that entail the same or similar types of use for which Se...
