Common use of Licensed Rights Clause in Contracts

Licensed Rights. (a) BNYM hereby grants to Company a limited, nonexclusive, nontransferable license to access and use the Licensed System in the United States through its employees at locations approved by BNYM in its sole discretion, solely in accordance with applicable Documentation, through the interfaces and telecommunication lines designated by BNYM, strictly for the internal business purposes of the Company, solely in support of the services provided by BNYM under the Main Agreement and solely for so long as any applicable fees are paid by Company. Company may not, and shall not under any circumstances: (i) grant sublicenses to any right granted by this Section 2.1 or subcontract or delegate any right granted by this Section 2.1 or subcontract for or delegate the performance of any activities or functions involved in accessing or using the Licensed Systems, and any such grant, subcontracting or delegation is void; or (ii) use the Licensed System to provide services to third parties, other than shareholders of its Funds, or for any other purpose, unless expressly authorized by the terms of Exhibit 2. (b) For clarification: Company may not access or use the Licensed System or the Licensed Rights (as defined below) outside the United States except upon the prior written consent of BNYM granted in its sole and absolute discretion. (c) The grant of rights in this Section 2.1 shall be construed narrowly. No grant of license is made hereunder to Company or any other party, except the license to Company expressly provided in this Section 2.1. The rights granted by this Section 2.1 shall immediately terminate without further action required on anyone's part, including without prior notification, upon the termination or expiration of the Agreement. BNYM and its licensors reserve all rights in the BNYM System not expressly granted to Company in this Section 2.1. Nothing in this Section 2.1 shall be construed to give Company rights of any nature in source code. The rights granted to Company by this Section 2.1 are sometimes referred to herein as the "Licensed Rights".

Licensed Rights. (a) (i) BNYM hereby grants to Company a limited, nonexclusive, nontransferable license to access and use the Licensed System in the United States through its employees at locations approved (other than as expressly permitted otherwise by BNYM in its sole discretionSection 2.1(a)(ii) below), solely in accordance with applicable Documentation, through the interfaces and telecommunication lines designated by BNYM, strictly for the internal business purposes of the Company, solely in support of the services provided Core Services and solely for so long as any applicable fees are paid by BNYM under Company. (ii) The license granted by Section 2.1(a)(i) includes, where such access and use is expressly contemplated by the Main Agreement Documentation applicable to a particular Component System to which the Company has been given access and use, the right to authorize persons not employees of the Company to access and use in the United States the specified Component System strictly in compliance with applicable Documentation, through the interfaces and telecommunication lines designated by BNYM, solely in support of the Core Services and solely for so long as any applicable fees are paid by Company. Except with respect to Fund investors seeking to access IAM, to exercise the right contained in this Section 2.1(a)(ii) the Company must designate such persons to BNYM and approve them in a writing that conforms to the requirements of applicable Documentation and procedures of BNYM and furnish any information reasonably requested by BNYM. Access to IAM for Fund investors shall occur in accordance with the Documentation applicable to IAM. Upon the exercise by Company of the right contained in this Section 2.1(a)(ii), the term Company shall be redefined for all purposes of this Agreement to mean the Company and all Permitted Users, individually and collectively, unless in an individual case the context clearly requires that the definition be restricted solely to the Company. The Company shall be responsible and liable for compliance by Permitted Users with all applicable terms of the Agreement as if the Permitted Users were its own employees. Confidential And Proprietary Execution Version (iii) Company may not, and shall not not, under any circumstances: (i) circumstances grant sublicenses to any right granted by this Section 2.1 or subcontract or delegate any right granted by this Section 2.1 or subcontract for or delegate the performance of any activities or functions involved in accessing or using the Licensed Systems, and any such grant, subcontracting or delegation is void; or (ii) use the Licensed System to provide services to third parties, other than shareholders of its Funds, or for any other purpose, unless expressly authorized by the terms of Exhibit 2purpose other than that described in Sections 2.1(a)(i) and (ii). (b) For clarification: Company may not access or use the Licensed System or the Licensed Rights (as defined below) outside the United States except upon the prior written consent of BNYM granted in its sole and absolute discretion. (c) The grant of rights in this Section 2.1 shall be construed narrowly. No grant of license is made hereunder to Company or any other party, except the license to Company expressly provided in this Section 2.1. The rights granted by this Section 2.1 shall immediately terminate without further action required on anyone's part, including without prior notification, upon the termination or expiration of the Agreement. BNYM and its licensors reserve all rights in the BNYM System not expressly granted to Company in this Section 2.1. Nothing in this Section 2.1 shall be construed to give Company rights of any nature in source code. The rights granted to Company by this Section 2.1 are sometimes referred to herein as the "Licensed Rights".