Non-Commercially Available Service Provider Owned Materials Sample Clauses

Non-Commercially Available Service Provider Owned Materials. With respect to those Materials owned by Service Provider or Service Provider Affiliates or Subcontractors that are implicated by the Assistance Event and that are provided to DIR or DIR Customers in the provision of Services in furtherance of this Agreement, (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials, settings, configurations, and media related thereto), Service Provider hereby grants to DIR (or, at DIR's direction, its disclosed designee) a worldwide, perpetual, irrevocable, non-exclusive, non-transferable (except to the extent this Agreement is assigned in accordance with this Agreement) a fully paid-up license, to Use such Materials following the expiration or termination of the term or termination of the Agreement or Service(s). Such license shall be limited to the use of such Materials by DIR (or, at DIR's direction, its disclosed designee) to provide for the Customers or have provided for them by a third party, services similar to the Services and such other uses permitted therefore under this Agreement. Unless DIR has otherwise consented prior to the first use of such Materials, DIR (or, at DIR's direction, its disclosed designee) shall not be obligated to pay any license or transfer fees in connection with its receipt of the licenses and other rights specified above; provided that, if a DIR Contractor uses such Materials for such purpose for more than one (1) year after the expiration or termination of the Term or termination of the Service(s) for which such Materials were used, DIR or such DIR Contractor shall thereafter pay Service Provider a commercially reasonable license fee to be agreed upon by the Parties. Without limiting or altering Service Provider's obligations under Section 9.12, if Service Provider is unwilling or unable to grant DIR or its disclosed designee the license and other rights described in the preceding paragraph, Service Provider shall so notify DIR and shall not use such non-commercially available Materials to provide the Services without DIR's prior written approval. In seeking DIR's approval, Service Provider may propose alternative terms, such as a fee for such license, a limitation on the use of such Materials by DIR Contractors, or a limitation on the license period and/or the substitution of a functionally equivalent product. At DIR's request, Service Provider shall provide Upgrades, maintenance, support, and other services for suc...