Common use of Licensed Software Clause in Contracts

Licensed Software. The software to which the recipient (“End User”) is being granted access (“Licensed Software”) is the proprietary technology of Defendify’s licensor (“Licensor”) and is being made available to End User pursuant and subject to the terms of, first, this End User License Agreement (“XXXX”), and second, of End User’s agreement with Defendify (“Customer Agreement”); provided that in the event of a conflict between this XXXX and the Customer Agreement, this XXXX shall control. The Licensor is an express third party beneficiary of this XXXX and may enforce it against End User directly. The duration and pricing of End User’s access to the Licensed Software will be governed by the Customer Agreement, other than Licensor’s termination rights under this XXXX. Licensor hereby grants End User a limited, personal, term-limited, royalty-free and paid up, non-sublicensable, non-transferable (other than as a result of change of control of End User), revocable, nonexclusive license to: (i) download and install the Licensed Software, only on the endpoint devices that are covered by the Managed Detection and Response (MDR) Services purchased under the Customer Agreement, and (ii) to use other Licensed Software that Licensor may make available to End User hereunder, in each of (i) and (ii) only for End User’s internal use in connection with its receipt of MDR Services. End User shall not, nor permit anyone else to: copy, modify, or distribute the Licensed Software; reverse engineer, disassemble, decompile or attempt to discover the source code of the Licensed Software (except to the extent that the foregoing is expressly permitted by applicable local law), or perform benchmarking or similar tests on the Licensed Software; rent, lease, or use the Licensed Software on behalf of any third party; or use the Licensed Software for any other purpose. As between the parties to this XXXX, title, ownership rights, and intellectual property rights in and to the Licensed Software, and any copies or portions thereof, shall remain in Licensor and its suppliers or licensors. This XXXX does not grant End User any rights not expressly granted herein. End User is responsible for all actions or omissions of its agents or personnel with respect to their use of the Licensed Software. If End User is part of an agency, department, or other entity of any national government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Licensed Software is restricted in accordance with the relevant national acquisition regulations as applied to civilian agencies. With respect to Government sales in the United States, the Licensed Software is a “commercial item,” “commercial computer software” and “commercial computer software documentation” as those terms are defined at 48 C.F.R.

Licensed Software. The software to which the recipient (“End User”) is being granted access (“Licensed Software”) is the proprietary technology of Defendify’s licensor (“Licensor”) and is being made available to End User pursuant and subject to the terms of, first, this End User License Agreement (“XXXX”), and second, of End User’s agreement with Defendify (“Customer Agreement”); provided that in the event of a conflict between this XXXX and the Customer Agreement, this XXXX shall control. The Licensor is an express third party beneficiary of this XXXX and may enforce it against End User directly. The duration and pricing of End User’s access to the Licensed Software will be governed by the Customer Agreement, other than Licensor’s termination rights under this XXXX. Licensor hereby grants End User a limited, personal, term-limited, royalty-free and paid up, non-sublicensable, non-transferable (other than as a result of change of control of End User), revocable, nonexclusive license to: (i) download and install the Licensed Software, only on the endpoint devices that are covered by the Managed Breach Detection and Response (MDRBDR) Services purchased under the Customer Agreement, and (ii) to use other Licensed Software that Licensor may make available to End User hereunder, in each of (i) and (ii) only for End User’s internal use in connection with its receipt of MDR BDR Services. End User shall not, nor permit anyone else to: copy, modify, or distribute the Licensed Software; reverse engineer, disassemble, decompile or attempt to discover the source code of the Licensed Software (except to the extent that the foregoing is expressly permitted by applicable local law), or perform benchmarking or similar tests on the Licensed Software; rent, lease, or use the Licensed Software on behalf of any third party; or use the Licensed Software for any other purpose. As between the parties to this XXXX, title, ownership rights, and intellectual property rights in and to the Licensed Software, and any copies or portions thereof, shall remain in Licensor and its suppliers or licensors. This XXXX does not grant End User any rights not expressly granted herein. End User is responsible for all actions or omissions of its agents or personnel with respect to their use of the Licensed Software. If End User is part of an agency, department, or other entity of any national government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Licensed Software is restricted in accordance with the relevant national acquisition regulations as applied to civilian agencies. With respect to Government sales in the United States, the Licensed Software is a “commercial item,” “commercial computer software” and “commercial computer software documentation” as those terms are defined at 48 C.F.R.

Licensed Software. The software to which the recipient (“End User”) is being granted access (“Licensed Software”) is the proprietary technology of Defendify’s licensor (“Licensor”) and is being made available to End User pursuant and subject to the terms of, first, this End User License Agreement (“XXXX”), and second, of End User’s agreement with Defendify (“Customer Agreement”); provided that in the event of a conflict between this XXXX and the Customer Agreement, this XXXX shall control. The Licensor is an express third party beneficiary of this XXXX and may enforce it against End User directly. The duration and pricing of End User’s access to the Licensed Software will be governed by the Customer Agreement, other than Licensor’s termination rights under this XXXX. Licensor hereby grants End User a limited, personal, term-limited, royalty-free and paid up, non-sublicensable, non-transferable (other than as a result of change of control of End User), revocable, nonexclusive license to: (i) download and install the Licensed Software, only on the endpoint devices that are covered by the Managed Breach Detection and Response (MDRBDR) Services purchased under the Customer Agreement, and (ii) to use other Licensed Software that Licensor may make available to End User hereunder, in each of (i) and (ii) only for End User’s internal use in connection with its receipt of MDR BDR Services. End User shall not, nor permit anyone else to: copy, modify, or distribute the Licensed Software; reverse engineer, disassemble, decompile or attempt to discover the source code of the Licensed Software (except to the extent that the foregoing is expressly permitted by applicable local law), or perform benchmarking or similar tests on the Licensed Software; rent, lease, or use the Licensed Software on behalf of any third party; or use the Licensed Software for any other purpose. As between the parties to this XXXX, title, ownership rights, and intellectual property rights in and to the Licensed Software, and any copies or portions thereof, shall remain in Licensor and its suppliers or licensors. This XXXX does not grant End User any rights not expressly granted herein. End User is responsible for all actions or omissions of its agents or personnel with respect to their use of the Licensed Software. If End User is part of an agency, department, or other entity of any national government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Licensed Software is restricted in accordance with the relevant national acquisition regulations as applied to civilian agencies. With respect to Government sales in the United States, the Licensed Software is a “commercial item,” “commercial computer software” and “commercial computer software documentation” as those terms are defined at 48 C.F.R.C.F.R. 2.101 and 48

Licensed Software. ‌ a) The software to which the recipient (“End User”) is being granted access (“Licensed Software”) is the proprietary technology of Defendify’s licensor (“Licensor”) and is being made available to End User pursuant and subject to the terms of, first, this End User License Agreement (“XXXX”), and second, of End User’s agreement with Defendify (“Customer Agreement”); provided that in the event of Department shall have a conflict between this XXXX and the Customer Agreement, this XXXX shall control. The Licensor is an express third party beneficiary of this XXXX and may enforce it against End User directly. The duration and pricing of End User’s access to the Licensed Software will be governed by the Customer Agreement, other than Licensor’s termination rights under this XXXX. Licensor hereby grants End User a limited, personal, term-limited, royalty-free and paid upperpetual, non-sublicensable, exclusive and non-transferable (other than as a result of change of control of End User)transferable, revocable, nonexclusive license to: (i) download and install the Licensed Software, only on the endpoint devices that are covered by the Managed Detection and Response (MDR) Services purchased under the Customer Agreement, and (ii) to use other Licensed Software that Licensor may make available to End User hereunder, in each of (i) and (ii) only for End User’s internal use in connection with its receipt of MDR Services. End User shall not, nor permit anyone else to: copy, modify, or distribute the Licensed Software; reverse engineer, disassemble, decompile or attempt to discover the source code of the Licensed Software (except to the extent that the foregoing is expressly permitted by applicable local law), or perform benchmarking or similar tests on the Licensed Software; rent, lease, or use the Licensed Software on behalf of any third party; or use the Licensed Software for any the Department’s own operations and purposes. The Department shall have the right to provide other purpose. As between State entities and third parties access to the parties System, including the right to this XXXXhost the System. b) All right, title, ownership rights, title and intellectual property rights interest in and to the Licensed Software, including without limitation, copyrights and any copies or portions thereoftrade secrets, are, and shall remain in Licensor and its suppliers or licensorsat all times remain, the exclusive property of Contractor. This XXXX does not grant End User any The Department shall have no right to the Licensed Software except the license rights not expressly granted herein. End User is responsible for all actions in the Contract. c) The Department may not sell, license, sublicense, rent, transfer, or omissions of its agents distribute the Licensed Software to any third party, in whole or personnel with respect in part, in any form, whether modified or unmodified, except to their use the extent permitted in this section. d) The license granted herein applies only to the object code version of the Licensed Software. If End User is part of an agencyThe Department shall have no rights whatsoever with respect to the source code for the Licensed Software. e) The Department acknowledges that all rights with respect to the Licensed Software, departmentwhether now or hereafter existing, which are not expressly granted to the Department are reserved to Contractor. The Department shall not modify or create any derivate, compilation, or other entity collective work involving the Licensed Software. The Department shall take appropriate action by instruction, agreement, or otherwise with any persons permitted access to the Licensed Software so as to enable the Department to satisfy all its obligations under the Terms and Conditions. f) For the duration of the license, Department may make and maintain copies of the Licensed Software. g) In the event any Licensed Software Deliverable becomes the actual or prospective subject of any national government patent, copyright, license & proprietary rights claim or proceeding, Contractor may, at its discretion: 1. Modify the Deliverable or substitute another equally suitable Deliverable (“Government”provided that the performance of the modified or substitute Deliverable equals or exceeds that of the original Deliverable); 2. Obtain for the State or Department the right to continued use of the Deliverable; or 3. If use of the Deliverable is prevented by injunction, take back the Deliverable and credit the State or Department for any charges as a result of enjoined use as follows: a. If the Deliverable is a periodic payment license, Contractor shall promptly refund the Department the amount of the fees paid to the Contractor for the portion of the applicable term found to be infringing. b. If the Deliverable is a lump-sum payment license, Contractor shall promptly refund the Department any license fee paid by the Department to the Contractor for the Licensed Software Deliverable as determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: 1. 1st - 12th month: 100% of license fee paid 2. 13th - 24th month: 75% of license fee paid 3. 25th - 36th month: 50% of license fee paid 4. 37th month and over: 25% of license fee paid h) Contractor shall not have any liability for any infringement claim or proceeding based on the Department's use of a Deliverable for which it was neither designed nor intended. i) Any and all inventions or improvements to computer programs and/or base software specifically developed by the Contractor and paid for by the Department pursuant to this Contract will be owned by the State. The State shall retain all ownership rights to any such inventions or improvements. j) Contractor shall provide to the Department reproductions of the patent, copyright, license or proprietary rights information notices which are applicable and were affixed to original Deliverables. Once the Department receives those notices, the useDepartment shall promptly affix them to any copies made of the Deliverable. The Department shall maintain the confidentiality of any such Licensed Software Deliverable consistent with its privileged nature, duplicationand shall not divulge the Deliverable or make it available to any third party, reproduction, release, modification, disclosure except as may be noted elsewhere in this Contract or transfer as it may be required under the Connecticut Freedom of Information Act. This obligation survives the expiration or early termination of this Contract. k) Any Alteration of a Licensed Software Deliverable that changes the operation or functionality of the Licensed Software is restricted Deliverable by the Department without prior written consent of Contractor shall void the obligations of Contractor under Section 9, 11 and 12 for such Deliverable. l) Neither the State nor the Department will reproduce, create derivative works, translate, reverse engineer or decompile the Licensed Software, in accordance with whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the relevant national acquisition regulations as applied to civilian agencies. With respect to Government sales in design, algorithms or other proprietary trade secrets of the United States, Licensed Software. m) The Department shall use the Licensed Software is a “commercial item,” “commercial computer software” and “commercial computer software documentation” as those terms are defined at 48 C.F.R.only in the pursuit of its own business operations.

Licensed Software. The software to which the recipient (“End User”) is being granted access (“Licensed Software”) is the proprietary technology of Defendify’s licensor (“Licensor”) and is being made available to End User pursuant and subject to the terms of, first, this End User License Agreement (“XXXX”), and second, of End User’s agreement with Defendify (“Customer Agreement”); provided that in the event of a conflict between this XXXX and the Customer Agreement, this XXXX shall control. The Licensor is an express third party beneficiary of this XXXX and may enforce it against End User directly. The duration and pricing of End User’s access to the Licensed Software will be governed by the Customer Agreement, other than Licensor’s termination rights under this XXXX. Licensor hereby grants End User a limited, personal, term-limited, royalty-free and paid up, non-sublicensable, non-transferable (other than as a result of change of control of End User), revocable, nonexclusive license to: (i) download and install the Licensed Software, only on the endpoint devices that are covered by the Managed Breach Detection and Response (MDRBDR) Services purchased under the Customer Agreement, and (ii) to use other Licensed Software that Licensor may make available to End User hereunder, in each of (i) and (ii) only for End User’s internal use in connection with its receipt of MDR BDR Services. End User shall not, nor permit anyone else to: copy, modify, or distribute the Licensed Software; reverse engineer, disassemble, decompile or attempt to discover the source code of the Licensed Software (except to the extent that the foregoing is expressly permitted by applicable local law), or perform benchmarking or similar tests on the Licensed Software; rent, lease, or use the Licensed Software on behalf of any third party; or use the Licensed Software for any other purpose. As between the parties to this XXXX, title, ownership rights, and intellectual property rights in and to the Licensed Software, and any copies or portions thereof, shall remain in Licensor and its suppliers or licensors. This XXXX does not grant End User any rights not expressly granted herein. End User is responsible for all actions or omissions of its agents or personnel with respect to their use of the Licensed Software. If End User is part of an agency, department, or other entity of any national government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Licensed Software is restricted in accordance with the relevant national acquisition regulations as applied to civilian agencies. With respect to Government sales in the United States, the Licensed Software is a “commercial item,” “commercial computer software” and “commercial computer software documentation” as those terms are defined at 48 C.F.R.C.F.R. 2.101 and 48 C.F.R. § 227.7202. Any use, duplication, or disclosure by the United States federal government is subject to the restrictions applicable to commercial computer software, commercial computer software documentation and commercial items generally in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202, as applicable. For purposes of use, duplication, or disclosure by the United States federal government, the author of the Licensed Software is the Licensor. End User shall comply with all applicable export laws and restrictions and regulations, and End User shall not export, or allow the export or re-export of the Licensed Software or any related technical information in violation of any such restrictions, laws or regulations. End User agrees to the foregoing and represents and warrants that End User is not located in, under the control of, or a national or resident of any country with respect to which the delivery or license of the Licensed Software would be restricted under applicable law. The foregoing licenses and restrictions apply to any Licensed Software delivered before or after the date this XXXX is accepted by End User (“Effective Date”). The Licensed Software is a confidential trade secret of Licensor and shall not disclosed or (other than as permitted under this XXXX) used by End User.