Common use of License to Service Provider Third Party Materials Clause in Contracts

License to Service Provider Third Party Materials. As of the Commencement Date, and subject to Service Provider having obtained any Required Consents, Service Provider hereby grants to DIR and the DIR Customers during the Term, at no additional charge, a world-wide, non-exclusive, irrevocable (provided that the Third Party Materials are used in accordance with the terms hereof), royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use for the benefit of DIR and DIR Customers, the Third Party Materials for which Service Provider holds the license or for which Service Provider is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials and media related thereto) for the benefit of DIR and the DIR Customers, 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. To the extent a DIR Contractor requires a license to Service Provider licensed Third Party Materials for the performance of services or functions previously performed by Service Provider in circumstances in which the services or functions in question have not been terminated or taken completely away from Service Provider and such Third Party Software is generally commercially available at established market rates, if Service Provider is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay shall reimburse Service Provider for such license fees, provided that Service Provider notifies DIR of such fee, obtains DIR's approval prior to incurring it; and uses commercially reasonable efforts (including providing DIR the benefit of discounted license fees that are available to Service Provider under the circumstances) to minimize any fee to be paid or reimbursed by DIR or the DIR Contractor. Except as provided in this provision, neither DIR or the DIR Customers nor the DIR Contractors shall be required to pay any other fees or expenses in connection with such licenses to such Third Party Software. The rights and obligations of DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) with respect to such Service Provider licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 14.6.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement

AutoNDA by SimpleDocs

License to Service Provider Third Party Materials. As of the Commencement Effective Date, and subject to Service Provider having obtained any Required Consents, Service Provider hereby grants to DIR and the DIR Customers during the Term, at no additional charge, a world-wide, non-exclusive, irrevocable (provided that the Third Party Materials are used in accordance with the terms hereof), royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use for the benefit of DIR and DIR Customers, the Third Party Materials for which Service Provider holds the license or for which Service Provider is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials and media related thereto) for the benefit of DIR and the DIR Customers, 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. To the extent a DIR Contractor requires a license to Service Provider licensed Third Party Materials for the performance of services or functions previously performed by Service Provider in circumstances in which the services or functions in question have not been terminated or taken completely away from Service Provider and such Third Party Software is generally commercially available at established market rates, if Service Provider is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay shall reimburse Service Provider for such license fees, provided that Service Provider notifies DIR of such fee, obtains DIR's approval prior to incurring it; and uses commercially reasonable efforts (including providing DIR the benefit of discounted license fees that are available to Service Provider under the circumstances) to minimize any fee to be paid or reimbursed by DIR or the DIR Contractor. Except as provided in this provision, neither DIR or the DIR Customers nor the DIR Contractors shall be required to pay any other fees or expenses in connection with such licenses to such Third Party Software. The rights and obligations of DIR, the DIR Customers, Entities that qualify as DIR Customers and their designee(s) with respect to such Service Provider licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 14.6.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement

AutoNDA by SimpleDocs

License to Service Provider Third Party Materials. As of the Commencement Effective Date, and subject to Service Provider having obtained any Required Consents, Service Provider hereby grants to DIR and the DIR Customers during the Term, at no additional charge, a world-wide, non-exclusive, irrevocable (provided that the Third Party Materials are used in accordance with the terms hereof), royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use for the benefit of DIR and DIR Customers, the Third Party Materials for which Service Provider holds the license or for which Service Provider is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials materials, and media related thereto) for the benefit of DIR and the DIR Customers, 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 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. To the extent a DIR Contractor requires a license to Service Provider licensed Third Party Materials for the performance of services or functions previously performed by Service Provider in circumstances in which the services or functions in question have not been terminated or taken completely away from Service Provider and such Third Party Software is generally commercially available at established market rates, if Service Provider is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay shall reimburse Service Provider for such license fees, provided that Service Provider notifies DIR of such fee, obtains DIR's approval prior to incurring it; and uses commercially reasonable efforts (including providing DIR the benefit of discounted license fees that are available to Service Provider under the circumstances) to minimize any fee to be paid or reimbursed by DIR or the DIR Contractor. Except as provided in this provision, neither DIR or the DIR Customers nor the DIR Contractors shall be required to pay any other fees or expenses in connection with such licenses to such Third Party Software. The rights and obligations of DIR, the DIR Customers, Entities that qualify as DIR Customers Customer, and their designee(s) with respect to such Service Provider licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 14.6.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!