Common use of License to Supplier Owned Materials Clause in Contracts

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. Supplier Owned Materials shall remain the property of Supplier. The rights and obligations of New Century 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 Effective upon the first use by the Supplier of any Supplier Owned Materials to provide the Commencement DateServices, Supplier hereby grants to New Century Kraft and the Eligible Recipients, at no additional charge, a world-wide wide, non-exclusive, royalty-free limited right and license, with license during the right Term and any Termination Assistance Services period to grant sublicenses, to (i) access, use, execute, reproduce, display, distribute (among themselves and, where appropriate for Kraft and the Eligible recipients to receive the benefit of this Section, to Kraft Third Party Contractors) and perform, modify, enhance, distribute internally and create Derivative Works of the such Supplier Owned Materials (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto), but excluding and (ii) modify, enhance and create Derivative Works of such Supplier Owned Materials identified on Exhibit 27Materials, provided that Kraft will notify Supplier of any such modifications, enhancements or creation of Derivative Works and obtain Supplier’s approval through the Change Control Procedures if Kraft’s modifications, enhancements or the creation of Derivative Works would impair Supplier’s ongoing use of such Material to perform the Services. In addition, at no additional Charge, Supplier hereby grants to Kraft Third Party Contractor(s) a non-exclusive, royalty-free right and license during the Term and any Termination Assistance Services period, solely for the benefit of Kraft and the Eligible Recipients, to (x) access use, execute, reproduce, display, perform, and distribute (to Kraft and the Eligible Recipients and, where appropriate for Kraft and the Eligible recipients to receive the benefit of this Section, to Kraft Third Party Contractors) and (y) modify, enhance and create Derivative Works of such Supplier Owned Materials and Software (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto), provided that Kraft will notify Supplier of any such modifications, enhancements or creation of Derivative Works and obtain Supplier’s approval through the Change Control Procedures if any Kraft Third Party Contractor’s modifications, enhancements or Derivative Works would impair Supplier’s ongoing use of New Centurysuch Material to perform the Services. Supplier Owned Materials shall remain the property of Supplier Kraft, the Eligible Recipients and their respective Affiliates, Kraft Third Party Contractors may only exercise the rights granted to the Supplier Owned Materials pursuant to this Section 14.3.2 in order to (iA) receive the full benefit of the Services provided by Supplier, and (iiB) perform or have performed human resources, payroll, procurement, accounts payable and other in-scope services that entail the same or similar types of use for their internal business purposes,, (iii) monitor, access, interface which Supplier used or uses such Material in connection 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 provision 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. Supplier Owned Materials shall remain the property of SupplierServices. The rights and obligations of New Century and Kraft, the Eligible Recipients and Kraft Third Party Contractors 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 Effective upon the first use by the Supplier of any Supplier Owned Materials to provide the Commencement DateServices, Supplier hereby grants to New Century Kraft and the Eligible Recipients, at no additional charge, a world-wide wide, non-exclusive, royalty-free limited right and license, with license during the right Term and any Termination Assistance Services period to grant sublicenses, to (i) access, use, execute, reproduce, display, distribute (among themselves and, where appropriate for Kraft and the Eligible recipients to receive the benefit of this Section, to Kraft Third Party Contractors) and perform, modify, enhance, distribute internally and create Derivative Works of the such Supplier Owned Materials (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto), but excluding and (ii) modify, enhance and create Derivative Works of such Supplier Owned Materials identified on Exhibit 27Materials, provided that Kraft will notify Supplier of any such modifications, enhancements or creation of Derivative Works and obtain Supplier’s approval through the Change Control Procedures if Kraft’s modifications, enhancements or the creation of Derivative Works would impair Supplier’s ongoing use of such Material to perform the Services. In addition, [ * * * ], Supplier hereby grants to Kraft Third Party Contractor(s) a non-exclusive, royalty-free right and license during the Term and any Termination Assistance Services period, solely for the benefit of Kraft and the Eligible Recipients, to (x) access use, execute, reproduce, display, perform, and distribute (to Kraft and the Eligible Recipients and, where appropriate for Kraft and the Eligible recipients to receive the benefit of this Section, to Kraft Third Party Contractors) and (y) modify, enhance and create Derivative Works of such Supplier Owned Materials and Software (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto), provided that Kraft will notify Supplier of any such modifications, enhancements or creation of Derivative Works and obtain Supplier’s approval through the Change Control Procedures if any Kraft Third Party Contractor’s modifications, enhancements or Derivative Works would impair Supplier’s ongoing use of New Centurysuch Material to perform the Services. Supplier Owned Materials shall remain the property of Supplier. Kraft, the Eligible Recipients and their respective Affiliates, Kraft Third Party Contractors may only exercise the rights granted to the Supplier Owned Materials pursuant to this Section 14.3.2 in order to (iA) receive the full benefit of the Services provided by Supplier, and (iiB) perform or have performed human resources, payroll, procurement, accounts payable and other in-scope services that entail the same or similar types of use for their internal business purposes,, (iii) monitor, access, interface which Supplier used or uses such Material in connection 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 provision 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. Supplier Owned Materials shall remain the property of SupplierServices. The rights and obligations of New Century and Kraft, the Eligible Recipients and Kraft Third Party Contractors 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 Effective upon the first use by the Supplier of any Supplier Owned Materials to provide the Commencement DateServices, Supplier hereby grants to New Century Kraft and the Eligible Recipients, at no additional charge, a world-wide wide, non-exclusive, royalty-free limited right and license, with license during the right Term and any Termination Assistance Services period to grant sublicenses, to (i) access, use, execute, reproduce, display, distribute (among themselves and, where appropriate for Kraft and the Eligible recipients to receive the benefit of this Section, to Kraft Third Party Contractors) and perform, modify, enhance, distribute internally and create Derivative Works of the such Supplier Owned Materials (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto), but excluding and (ii) modify, enhance and create Derivative Works of such Supplier Owned Materials identified on Exhibit 27Materials, provided that Kraft will notify Supplier of any such modifications, enhancements or creation of Derivative Works and obtain Supplier’s approval through the Change Control Procedures if Kraft’s modifications, enhancements or the creation of Derivative Works would impair Supplier’s ongoing use of such Material to perform the Services. In addition, at no additional Charge, Supplier hereby grants to Kraft Third Party Contractor(s) a non-exclusive, royalty-free right and license during the Term and any Termination Assistance Services period, solely for the benefit of Kraft and the Eligible Recipients, to (x) access use, execute, reproduce, display, perform, and distribute (to Kraft and the Eligible Recipients and, where appropriate for Kraft and the Eligible recipients to receive the benefit of this Section, to Kraft Third Party Contractors) and (y) modify, enhance and create Derivative Works of such Supplier Owned Materials and Software (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto), provided that Kraft will notify Supplier of any such modifications, enhancements or creation of Derivative Works and obtain Supplier’s approval through the Change Control Procedures if any Kraft Third Party Contractor’s modifications, enhancements or Derivative Works would impair Supplier’s ongoing use of New Centurysuch Material to perform the Services. Supplier Owned Materials shall remain the property of Supplier. Kraft, the Eligible Recipients and their respective Affiliates, Kraft Third Party Contractors may only exercise the rights granted to the Supplier Owned Materials pursuant to this Section 14.3.2 in order to (iA) receive the full benefit of the Services provided by Supplier, and (iiB) perform or have performed human resources, payroll, procurement, accounts payable and other in-scope services that entail the same or similar types of use for their internal business purposes,, (iii) monitor, access, interface which Supplier used or uses such Material in connection 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 provision 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. Supplier Owned Materials shall remain the property of SupplierServices. The rights and obligations of New Century and Kraft, the Eligible Recipients and Kraft Third Party Contractors 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 Without limiting any license grants set forth in Section 14.2(c) with respect to Supplier Owned Developed Materials or Section 14.3(d) with respect to embedded Supplier Owned Materials as described therein, as of the Commencement Date, Supplier hereby grants to New Century and the Eligible RecipientsRecipients (and at CoreLogic’s request, *** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials), 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 theretorelated), but excluding Supplier Owned Materials identified on Exhibit 27) during the Term and any Termination Assistance Disengagement Services period, solely for the benefit and use of New Century, the Eligible Recipients and their respective AffiliatesRecipients, solely 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 to the extent contemplated by this Agreement, (iii) perform or *** services and functions that are *** to the *** provided by Supplier, (iv) perform perform*** services or functions previously performed *** in circumstances in which the services or functions in question have performed ancillary services and functions for their internal business purposes, including related information technology services and functions ((i)-(iv) collectively, “Internal Business Purposes”)*** or *** from ***; provided thatthat this clause (iv) shall not be available to CoreLogic for use in connection with *** are being performed by a *** (i.e., ***), or (v) perform *** services that are the *** to the Services to the extent such Supplier Owned Material is necessary to *** CoreLogic Owned Materials, CoreLogic licensed Third Party Materials or other Materials as to which CoreLogic holds a third party uses license under this Agreement. Subject to the rights granted in Section 14.3(d) with respect to 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 embedded in this Section as well as those pertaining to the ownership of such CoreLogic Owned Developed Materials and any Derivative Works developed by the PartiesSection 14.2(c) with respect to Supplier Owned Developed Materials, 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 Eligible Recipients *** shall not (i1) separate or uncouple any portions of the Supplier Owned Materials, in whole or in part, from any other portions thereof, or (ii2) 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. Supplier Owned Materials shall remain , without the property prior approval of Supplier, which may be withheld at Supplier’s sole discretion. The rights and obligations of New Century and the Eligible Recipients with respect to such Supplier Owned Materials following the expiration or termination of the this Agreement or termination of any Service are set forth in Section 14.6.