Common use of License to Successful Respondent Third Party Materials Clause in Contracts

License to Successful Respondent Third Party Materials. (a) As of Commencement Date, and subject to Successful Respondent having obtained any Required Consents, Successful Respondent hereby grants to DIR and the DCS Customers during the Term, at no additional charge, a world-wide, non-exclusive, irrevocable, royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use, the Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, configurations, and media related thereto) for the benefit of DIR and the DCS 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, and modifying the Successful Respondent Owned Materials for continued Use after the expiration or termination of this Agreement. (b) To the extent a DIR Contractor requires a license to Successful Respondent licensed Third Party Materials for the performance of services or functions previously performed by Successful Respondent in circumstances in which the services or functions in question have not been terminated or taken completely away from Successful Respondent and such Third Party Software is generally commercially available at established market rates, if Successful Respondent is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay or shall reimburse Successful Respondent for such license fees, provided that Successful Respondent 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 Successful Respondent 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 DCS 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 DCS Customers, Entities that qualify as DCS Customers and their designee(s) with respect to such Successful Respondent licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 7.6

License to Successful Respondent Third Party Materials. (a) As of the Commencement Date, and subject to Successful Respondent having obtained any Required Consents, Successful Respondent hereby grants to DIR and the DCS DIR Customers during the Term, at no additional charge, a world-wide, non-exclusive, irrevocable, royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use, the Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible pursuant to Exhibit 4.2 Financial Responsibility Matrix under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, configurations, materials and media related thereto) for the benefit of DIR and the DCS DIR Customers, including to: 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 , and (iv) perform or have performed ancillary services and functions, including related information technology services and functions, and modifying the Successful Respondent Owned Materials for continued Use after the expiration or termination of this Agreement. (b) . To the extent a DIR Contractor requires a license to Successful Respondent licensed Third Party Materials for the performance of services or functions previously performed by Successful Respondent in circumstances in which the services or functions in question have not been terminated or taken completely away from Successful Respondent and such Third Party Software is generally commercially available at established market rates, if Successful Respondent is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay or shall reimburse Successful Respondent for such license fees, provided that Successful Respondent 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 Successful Respondent 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 DCS 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 DCS DIR Customers, Entities that qualify as DCS DIR Customers and their designee(s) with respect to such Successful Respondent licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 7.614.6.

License to Successful Respondent Third Party Materials. (a) As of Commencement Date, and subject to Successful Respondent having obtained any Required Consents, Successful Respondent hereby grants to DIR and the DCS Customers DIR Customers, during the Term, at no additional charge, a world-wide, non-exclusive, irrevocable, royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use, the Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, configurations, and media related thereto) for the benefit of DIR and the DCS 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, and modifying the Successful Respondent Owned Materials for continued Use after the expiration or termination of this Agreement. (b) To the extent a DIR Contractor requires a license to Successful Respondent licensed Third Party Materials for the performance of services or functions previously performed by Successful Respondent in circumstances in which the services or functions in question have not been terminated or taken completely away from Successful Respondent and such Third Party Software is generally commercially available at established market rates, if Successful Respondent is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay or shall reimburse Successful Respondent for such license fees, provided that Successful Respondent 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 Successful Respondent 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 DCS 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 DCS DIR Customers, Entities that qualify as DCS DIR Customers and their designee(s) with respect to such Successful Respondent licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 7.6

License to Successful Respondent Third Party Materials. (a) As of the Commencement Date, and subject to Successful Respondent having obtained any Required Consents, Successful Respondent hereby grants to DIR and the DCS DIR Customers during the Term, at no additional charge, a world-wide, non-exclusive, irrevocable, royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use, the Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, configurations, materials and media related thereto) for the benefit of DIR and the DCS DIR Customers, including to: 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 , and (iv) perform or have performed ancillary services and functions, including related information technology services and functions, and modifying the Successful Respondent Owned Materials for continued Use after the expiration or termination of this Agreement. (b) . To the extent a DIR Contractor requires a license to Successful Respondent licensed Third Party Materials for the performance of services or functions previously performed by Successful Respondent in circumstances in which the services or functions in question have not been terminated or taken completely away from Successful Respondent and such Third Party Software is generally commercially available at established market rates, if Successful Respondent is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay or shall reimburse Successful Respondent for such license fees, provided that Successful Respondent 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 Successful Respondent 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 DCS 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 DCS DIR Customers, Entities that qualify as DCS DIR Customers and their designee(s) with respect to such Successful Respondent licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 7.614.6.

License to Successful Respondent Third Party Materials. (a) As of Commencement Date, and subject to Successful Respondent having obtained any Required Consents, Successful Respondent hereby grants to DIR and the DCS Customers during the Termterm, at no additional charge, a world-wide, non-exclusive, irrevocable, and royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use, the Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, configurations, and media related thereto) for the benefit of DIR and the DCS 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, and modifying the Successful Respondent Owned Materials for continued Use after the expiration or termination of this Agreement. (b) To the extent a DIR Contractor requires a license to Successful Respondent licensed Third Party Materials for the performance of services or functions previously performed by Successful Respondent in circumstances in which the services or functions in question have not been terminated or taken completely away from Successful Respondent and such Third Party Software is generally commercially available at established market rates, if Successful Respondent is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay or shall reimburse Successful Respondent for such license fees, provided that Successful Respondent 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 Successful Respondent 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 DCS 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 DCS Customers, Entities that qualify as DCS Customers and their designee(s) with respect to such Successful Respondent licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 7.6

License to Successful Respondent Third Party Materials. (a) As of Commencement Date, and subject to Successful Respondent having obtained any Required Consents, Successful Respondent hereby grants to DIR and the DCS Customers during the TermDIR Customers, at no additional charge, a world-wide, non-non- exclusive, irrevocable, perpetual royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use, the Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, configurations, and media related thereto) for the benefit of DIR and the DCS 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, and modifying the Successful Respondent Owned Materials for continued Use after the expiration or termination of this Agreement. (b) To the extent a DIR Contractor requires a license to Successful Respondent licensed Third Party Materials for the performance of services or functions previously performed by Successful Respondent in circumstances in which the services or functions in question have not been terminated or taken completely away from Successful Respondent and such Third Party Software is generally commercially available at established market rates, if Successful Respondent is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay or shall reimburse Successful Respondent for such license fees, provided that Successful Respondent 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 Successful Respondent 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 DCS 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 DCS DIR Customers, Entities that qualify as DCS DIR Customers and their designee(s) with respect to such Successful Respondent licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 7.6

License to Successful Respondent Third Party Materials. (a) As of the Commencement Date, and subject to Successful Respondent having obtained any Required Consents, Successful Respondent hereby grants to DIR and the DCS DIR Customers during the Term, at no additional charge, a world-wide, non-exclusive, irrevocable, royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use, the Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, configurations, and media related thereto) for the benefit of DIR and the DCS DIR Customers, including to: 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 , and (iv) perform or have performed ancillary services and functions, including related information technology services and functions, and modifying the Successful Respondent Owned Materials for continued Use after the expiration or termination of this Agreement. (b) . To the extent a DIR Contractor requires a license to Successful Respondent licensed Third Party Materials for the performance of services or functions previously performed by Successful Respondent in circumstances in which the services or functions in question have not been terminated or taken completely away from Successful Respondent and such Third Party Software is generally commercially available at established market rates, if Successful Respondent is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay or shall reimburse Successful Respondent for such license fees, provided that Successful Respondent 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 Successful Respondent 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 DCS 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 DCS DIR Customers, Entities that qualify as DCS DIR Customers and their designee(s) with respect to such Successful Respondent licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 7.614.6.

License to Successful Respondent Third Party Materials. (a) As of Commencement Date, and subject to Successful Respondent having obtained any Required Consents, Successful Respondent hereby grants to DIR and the DCS DIR Customers during the Termterm, at no additional charge, a world-wide, non-exclusive, irrevocable, and royalty-free right and license to Use, with the right to grant sublicenses to DIR Contractors and other third parties to Use, the Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, configurations, and media related thereto) for the benefit of DIR and the DCS 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, and modifying the Successful Respondent Owned Materials for continued Use after the expiration or termination of this Agreement. (b) To the extent a DIR Contractor requires a license to Successful Respondent licensed Third Party Materials for the performance of services or functions previously performed by Successful Respondent in circumstances in which the services or functions in question have not been terminated or taken completely away from Successful Respondent and such Third Party Software is generally commercially available at established market rates, if Successful Respondent is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay or shall reimburse Successful Respondent for such license fees, provided that Successful Respondent 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 Successful Respondent 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 DCS 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 DCS DIR Customers, Entities that qualify as DCS DIR Customers and their designee(s) with respect to such Successful Respondent licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 7.67.6 Ongoing DIR Rights.

License to Successful Respondent Third Party Materials. (a) As of Commencement Date, and subject to Successful Respondent having obtained any Required Consents, Successful Respondent hereby grants to DIR and the DCS Customers during the TermDIR Customers, at no additional charge, a world-wide, non-non- exclusive, irrevocable, perpetual (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, the Third Party Materials for which Successful Respondent holds the license or for which Successful Respondent is financially responsible under this Agreement (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, configurations, and media related thereto) for the benefit of DIR and the DCS 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, and modifying the Successful Respondent Owned Materials for continued Use after the expiration or termination of this Agreement. (b) To the extent a DIR Contractor requires a license to Successful Respondent licensed Third Party Materials for the performance of services or functions previously performed by Successful Respondent in circumstances in which the services or functions in question have not been terminated or taken completely away from Successful Respondent and such Third Party Software is generally commercially available at established market rates, if Successful Respondent is required to buy additional licenses to accommodate such use by a DIR Contractor, then DIR or the DIR Contractor shall pay or shall reimburse Successful Respondent for such license fees, provided that Successful Respondent 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 Successful Respondent 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 DCS 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 DCS DIR Customers, Entities that qualify as DCS DIR Customers and their designee(s) with respect to such Successful Respondent licensed Third Party Materials following the expiration or any termination of this Agreement, in whole or in part, are set forth in Section 7.6