License to Supplier Owned Materials. As of the Commencement Date, Supplier hereby grants to New Century and the Eligible Recipients, at no additional charge, a world-wide non-exclusive, royalty-free limited right and license, with the right to grant sublicenses, to access, use, execute, reproduce, display, perform, modify, enhance, distribute internally and create Derivative Works of the Supplier Owned Materials (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto, but excluding Supplier Owned Materials identified on Exhibit 27) during the Term and any Termination Assistance Services period, solely for the benefit and use of New Century, the Eligible Recipients and their respective Affiliates, to (i) receive the full benefit of the Services provided by Supplier, (ii) perform or have performed human resources, payroll, procurement, accounts payable and other in-scope services for their internal business purposes,, (iii) monitor, access, interface with or use the Materials and Software then being used by Supplier and (iv) perform or have performed ancillary services and functions for their internal business purposes, including related information technology services and functions ((i)-(iv) collectively, “Internal Business Purposes”); provided that, to the extent a third party uses the Supplier Owned Materials on behalf of or for the benefit of New Century, such third party shall sign a written agreement to be bound by terms comparable to the terms contained herein applicable to such Materials (such agreement shall be agreed to by the Parties and shall include the terms specified in this Section as well as those pertaining to the ownership of such Materials and any Derivative Works developed by the Parties, the scope and term of the license, the restrictions on the use of such Materials, and the obligations of confidentiality, etc.). New Century shall have no rights to the source code to such Supplier Owned Materials unless and to the extent approved in advance, in writing, by Supplier. New Century shall not (i) separate or uncouple any portions of the Supplier Owned Materials, in whole or in part, from any other portions thereof, or (ii) reverse assemble, reverse engineer, translate, disassemble, decompile or otherwise attempt to create or discover any source or human readable code, underlying algorithms, ideas, file formats or programming interfaces of the Supplier Owned Materials by any means whatsoever. S...
License to Supplier Owned Materials. As of the Commencement Date, Supplier hereby grants to Hercules and the Eligible Recipients, at no additional charge, a world-wide non-exclusive, royalty-free right and THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. license, with the right to grant sublicenses, to access, use, execute, reproduce, display, perform, modify, enhance, distribute and create Derivative Works of the Supplier Owned Materials (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto) during the Term and any Termination Assistance Services period, for the benefit of Hercules, the Eligible Recipients and their respective Affiliates, to (i) receive the full benefit of the Services provided by Supplier, (ii) perform or have performed ITO services, (iii) monitor, access, interface with or use the Materials and Software then being used by Supplier and (iv) perform or have performed ancillary services and functions, including related information technology services and functions. Supplier Owned Materials shall remain the property of Supplier. The rights and obligations of Hercules and the Eligible Recipients with respect to such Supplier Owned Materials following the expiration or termination of the Agreement or termination of any Service are set forth in Section 14.6.
License to Supplier Owned Materials. As of the Effective Date or the applicable Service Description or Statement of Work Effective Date, Supplier hereby grants to Allianz and the Eligible Recipients (and at Allianz’s request, Third Party Contractors), at no additional charge, a non-exclusive, world-wide, royalty-free right and license to access, use, execute, reproduce, display, perform, modify, enhance, distribute and create Derivative Works of the Supplier Owned Materials (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto) provided or used in connection with or for purposes of the Services, during the Term or the applicable Service Description or Statement of Work Term and any Termination Assistance Services period, for the benefit of Allianz and the Eligible Recipients, solely to (i) receive the full benefit of the Services provided by Supplier, or (ii) monitor, access, interface with or use the Materials and Software then being provided or used by Supplier or its Affiliates or Subcontractors in connection with or for purposes of the Services under this Agreement or the applicable Subscription Agreement, Service Description or Statement of Work. The rights and TCS AZL Master Effective 1.1.2020 obligations of Allianz and the Eligible Recipients with respect to such Supplier Owned Materials following the expiration or termination of the Agreement or termination of any Service are set forth in Section 14.6. If opted by Allianz, Supplier shall agree to deposit the source code with a third part source code agent pursuant to a standard three-party source code agreement. Further, Supplier shall provide the source code for such Supplier Owned Materials to be used only for the maintenance of such Supplier Owned Material in the event of (i) Supplier discontinuing the business relevant to maintenance of such Supplier Owned Material, (ii) bankruptcy or (iii) uncured breaches of the maintenance services terms as agreed in the maintenance agreement being executed between the parties.
