Ongoing DIR Rights. As part of Termination Assistance Services, Successful Respondent shall provide the following to DIR, DIR Customers and their designee(s) with respect to Materials:
7.6.1 DIR Customer Owned and Licensed Materials With respect to DIR Owned Materials and DIR Customer licensed Third Party Materials, Successful Respondent shall, at no cost to DIR:
(i) deliver to DIR all such Materials and all copies thereof in the format and medium in use to provide the Services; and
(ii) following confirmation by DIR that the copies of such Materials delivered by Successful Respondent are acceptable and the completion by Successful Respondent of any Termination Assistance Services for which such Materials are required, destroy, or securely erase all other copies of such Materials then in Successful Respondent’s possession, and cease using such Materials and any information contained therein for any purpose.
Ongoing DIR Rights. Assignment of Licenses, Leases, and Related Agreements
Ongoing DIR Rights. As part of Termination Assistance Services, Service Provider shall provide the following to DIR, Customers and their designee(s) with respect to Materials:
Ongoing DIR Rights. As part of Termination Assistance Services, Service Provider shall provide the following to DIR, DIR Customers and their designee(s) with respect to Materials:
(a) DIR Customer Owned and Licensed Materials. With respect to DIR Owned Materials and DIR Customer licensed Third Party Materials, Service Provider shall, at no cost to DIR:
(i) deliver to DIR all such Materials and all copies thereof in the format and medium in use to provide the Services; and
(ii) following confirmation by DIR that the copies of such Materials delivered by Service Provider are acceptable and the completion by Service Provider of any Termination Assistance Services for which such Materials are required, destroy or securely erase all other copies of such Materials then in Service Provider's possession and cease using such Materials and any information contained therein for any purpose.
Ongoing DIR Rights. DIR acknowledges that Successful Respondent and the successors and assignees of Successful Respondent shall have the right to obtain and hold in their own name all rights, title and interest in and to Developed Materials owned by Successful Respondent pursuant to this Section. DIR agrees to execute any documents and take any other actions reasonably requested by Successful Respondent to effectuate the purposes of this Section. Successful Respondent hereby grants DIR and the DCS Customers certain license and other rights with respect to such Developed Materials, as described in Section 7.3.2
Ongoing DIR Rights. If Successful Respondent is unable to obtain or grant the licenses described in Section 8.2.2(a), Section 8.6.2(i), or Section 8.6.3(i) despite using commercially reasonably efforts, Successful Respondent shall so notify DIR and shall not use such Successful Respondent Owned Materials to provide the Services without DIR's prior written approval. In seeking DIR's approval, Successful Respondent may propose alternative terms, such as a fee for such license, a limitation on the use of such Successful Respondent Owned Materials by DIR Contractors, a limitation on the license period, or the substitution of a functionally equivalent product.
Ongoing DIR Rights. At DIR’s request, Successful Respondent shall deposit in escrow, with an escrow agent selected by DIR, the source code and related documentation, to the extent available to Successful Respondent, for any Third Party Materials consisting of Software used by Successful Respondent to perform the Services; provided, however, that this obligation will not be applicable to Commercially Available Third Party Materials. Any such escrow shall be governed by and subject to the terms and conditions appearing in the Escrow Agreement attached hereto as MSA, Attachment 4 (Form of Source Code Escrow), as such terms and conditions may be modified by DIR and the escrow agent. Unless approved by DIR, Successful Respondent shall not use any Third Party Materials consisting of Software for the performance of the Services without obtaining the right to the source code for such software, other than Commercially Available Third Party Materials as permitted above, whether by escrow or otherwise. While Successful Respondent shall not be required to escrow Third Party Commercially Available software, Successful Respondent shall provide all licenses and other rights required under this Agreement.
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IV. The Table of Exhibits of the Agreement is hereby amended and replaced in its entirety as follows:
Ongoing DIR Rights. DIR acknowledges that Successful Respondent and the successors and assignees of Successful Respondent shall have the right to obtain and hold in their own name all rights, title and interest in and to Developed Materials owned by Successful Respondent pursuant to this Section. DIR agrees to execute any documents and take any other actions reasonably requested by Successful Respondent to effectuate the purposes of this Section. Successful Respondent hereby grants DIR and the DIR Customers certain license and other rights with respect to such Developed Materials, as described in Section 7.3.2 License to Successful Respondent Owned Materials and Section 7.6
Ongoing DIR Rights. VIII. Attached Appendix 1 of this Third Amendment, Exhibit 4.0, Business Model, shall replace in its entirety and supersede all previous agreements relating to Exhibit 4.0, Business Model, of the Agreement. The change to Exhibit 4.0 includes a clarification to Percentage of SCP Charges in Section 2.2.
IX. Attached Appendix 2 of this Third Amendment, Exhibit 4.1, Pricing Structure, shall replace in its entirety and supersede all previous agreements relating to Exhibit 4.1, Pricing Structure, of the Agreement. The changes to Exhibit 4.1 include the insertion of a note to document the effective date of ITSM system database encryption at rest services on “1 - Summary Charges”, an increase in fixed charges for ITSM database encryption at rest services on “2 - Fixed Charges” and clarifications to notes on the “3 - Variable Charges” and “5 - Pricing Bands” tabs.
X. General Terms and Conditions
(a) Capitalized terms not defined herein shall have the same meanings as set forth in the Agreement.
(b) All other provisions of the Agreement not specifically amended hereby remain in full force and effect. In the event of conflict among provisions, the provisions of this Amendment shall take precedence over the terms of the MSA.
