Motorola Delivered Software Covenant Sample Clauses

Motorola Delivered Software Covenant. (a) Motorola hereby grants a worldwide, non-exclusive, non-transferable, royalty-free covenant that, during the five (5) year period following the Effective Date, no member of the Motorola Group will assert Non-Essential Patent Claims against a third Person purchasing the Freescale Wireless Component from any member of the Freescale Group or its distributors for direct infringement of such Non-Essential Patent Claims by the PCS Protocol Stack (as delivered by Motorola under these PCS Sector Terms) that are licensed for use as part of a Freescale Wireless Platform (“Motorola Delivered Software”) and incorporated by such third Person into its Wireless Equipment. (b) The covenant set forth in Section 2.8(a) does not preclude any member of the Motorola Group from asserting Non-Essential Patent Claims against third Person Wireless Equipment that uses alternative Software provided by suppliers that are not members of the Freescale Group, or that do not incorporate any Motorola Delivered Software. In addition, the covenant set forth in Section 2.8(a) does not apply where: (i) the third Person has a written agreement with any member of the Motorola Group in which such third Person has licensed the Non-Essential Patent Claims or in which such third Person may elect to receive a license to Non-Essential Patent Claims; or (ii) the asserted infringement is based on the combination of the Motorola Delivered Software with any hardware, Software, or other matter that is either not provided by Motorola to Freescale under these PCS Sector Terms, or that is not in the form provided by Motorola to Freescale under these PCS Sector Terms (including, without limitation, components of the Freescale Wireless Component and Freescale Wireless Platform that constitute PCS Derivatives or that are otherwise not provided by Motorola under these PCS Sector Terms). (c) Without limiting anything in this Section 2.8 (Motorola Delivered Software Covenant) the covenants set forth in Section 2.8(a) shall automatically terminate with respect to a third Person in response to such third Person’s: (i) claim or demand that a license is required under any of its Patents; or (ii) seeking a declaratory judgment of invalidity or non-infringement with respect to any Patent of any member of the Motorola Group. For clarification, a third Person’s assertion of a claim or demand of a Patent against a member of the Motorola Group in response to a member of the Motorola Group first asserting Essential Patent...