Common use of Ownership and Licensing of Intellectual Property Clause in Contracts

Ownership and Licensing of Intellectual Property. (a) If in connection with its provision or receipt of the Transition Service a party hereto provides, or provides access to, the other party hereto and/or its Affiliates any Intellectual Property owned by such providing party or its Affiliates, such providing party hereby grants to the other party and its Affiliates, during the Transition Service Period, a non-exclusive, revocable, non-transferable (except as provided in Section 10.6), non-sublicensable, royalty-free, fully paid-up license to such Intellectual Property, solely to the extent necessary to provide or receive the Transition Service in accordance with this Agreement. To the extent that a party hereto provides, or provides access to, the other party hereto and/or its Affiliates any Intellectual Property not owned by it or its Affiliates, such providing party hereby grants to the other party and its Affiliates, during the Transition Service Period, a non-exclusive, revocable, non-transferable (except at provided in Section 10.6), non-sublicensable, royalty-free, fully paid-up sublicense to such Intellectual Property, solely to the extent necessary to provide or receive the Transition Service in accordance with this Agreement; provided that the other party’s and its Affiliate’s access to, use of and rights for such third-party Intellectual Property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such Intellectual Property, which terms and conditions will be provided to Service Recipient by Service Provider. Upon the termination or expiration of any element or sub-element of the Transition Service pursuant to this Agreement, the license or sublicense, as applicable, to the relevant Intellectual Property provided in connection with that element or sub-element will automatically terminate; provided, however, that all licenses and sublicenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. (b) Each party hereto, for itself and its Affiliates, shall permit or provide to the other party hereto and its Affiliates reasonable access to their respective software, networks, hardware and other information technology equipment (“IT Systems”) to the extent necessary to provide or receive the Transition Service as contemplated by and in accordance with this Agreement. The party accessing the other’s IT Systems shall comply with the security and access policies generally required by that party for access to its IT Systems, which terms and conditions will be provided to Service Recipient by Service Provider. (c) Except as otherwise expressly provided in this Agreement, no party hereto or its Affiliates shall have any rights or licenses with respect to any Intellectual Property of the other party hereto or its Affiliates. All rights and licenses not expressly granted in this Agreement are expressly reserved by the relevant party.

Ownership and Licensing of Intellectual Property. (a) If in connection with its provision or receipt of the Transition Service Services a party hereto provides, or provides access to, the other party hereto and/or its Affiliates any Intellectual Property owned by such providing party or its Affiliatesparty, such providing party hereby grants to the other party and its Affiliatesparty, during the Transition Service PeriodTerm, a non-exclusive, revocable, non-transferable (except as provided in Section 10.6Error! Reference source not found.), non-sublicensable, royalty-free, fully paid-up license to such Intellectual Property, solely to the extent necessary to provide or receive the Transition Service Services in accordance with this Agreement. To the extent that a party hereto provides, or provides access to, the other party hereto and/or its Affiliates any Intellectual Property not owned by it or its Affiliatesit, such providing party hereby grants to the other party and its Affiliatesparty, during the Transition Service PeriodTerm of this Agreement, a non-exclusive, revocable, non-transferable (except at provided in Section 10.6Article VIII), non-sublicensable, royalty-free, fully paid-up sublicense to such Intellectual Property, solely to the extent necessary to provide or receive the Transition Service Services in accordance with this Agreement; provided that the other party’s and its Affiliate’s access to, use of and rights for such third-party Intellectual Property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such Intellectual Property, which terms and conditions will be provided to Service Recipient by Service Provider. Upon the termination or expiration of any element or sub-element of the Transition Service pursuant to this Agreement, the license or sublicense, as applicable, to the relevant Intellectual Property provided in connection with that element or sub-element will automatically terminate; provided, however, that all licenses and sublicenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. (b) Each party hereto, for itself and its Affiliates, hereto shall permit or provide to the other party hereto and its Affiliates reasonable access to their respective software, networks, hardware and other information technology equipment (“IT Systems”) to the extent necessary to provide or receive the Transition Service Services as contemplated by and in accordance with this Agreement. The party accessing the other’s IT Systems shall comply with the security and access policies generally required by that party for access to its IT Systems, which terms and conditions will be provided to Service Recipient EVERTEC by Service ProviderBPPR. (c) Except as otherwise expressly provided in this Agreement, no party hereto or its Affiliates shall have any rights or licenses with respect to any Intellectual Property of the other party hereto or its Affiliatesparty. All rights and licenses not expressly granted in this Agreement are expressly reserved by the relevant party.

Ownership and Licensing of Intellectual Property. (a) If in connection with its SkyMall’s provision or the Acquired Business’ receipt of the Transition Service Services, a party hereto Party or any of its affiliates (collectively, the “Licensor Party”) provides, or provides access to, the other party hereto and/or Party or any of its Affiliates affiliates (collectively, the “Licensee Party”) any documents or other things containing or comprising any Intellectual Property owned by such providing party or its AffiliatesLicensor Party, such providing party Licensor Party hereby grants to the other party and its AffiliatesLicensee Party, during the Transition period from the date hereof until the date of termination of the applicable Service Periodin accordance herewith, a non-exclusive, revocable, non-transferable (except as provided in Section 10.6)transferable, non-sublicensable, royalty-free, fully paid-up license to copy, display, perform, transmit, create derivative works from and otherwise modify, make, use and otherwise exploit such documents or other things containing or comprising such Intellectual Property, solely to the extent necessary to provide or receive the Transition Service applicable Services in accordance with this Agreement. To . (b) Subject to the extent that terms and conditions of this Agreement and any applicable Intellectual Property License under which a party hereto provides, or provides access toLicensor Party obtains rights to Intellectual Property, the other party hereto and/or its Affiliates any Intellectual Property not owned by it or its Affiliates, such providing party Licensor Party hereby grants to the other party and its AffiliatesLicensee Party, during the Transition period from the date hereof until the date of termination of the applicable Service Periodin accordance herewith, a non-exclusive, revocable, non-transferable (except at provided in Section 10.6)transferable, non-sublicensable, royalty-free, fully paid-up sublicense under the Licensor Party’s sublicensable rights in the third party Intellectual Property to copy, display, perform, transmit, create derivative works from and otherwise modify, make, use documents and other things containing or comprising such third party Intellectual PropertyProperty and otherwise exploit such documents and other things that are provided or otherwise made available by the Licensor Party to the Licensee Party, solely to the extent necessary to provide or receive the Transition Service applicable Services in accordance with this Agreement; provided provided, however, that the other party’s and its AffiliateLicensee Party’s access to, use of and sublicensed rights for in such third-party Intellectual Property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the third party licensor of such Intellectual Property, which terms and conditions will be provided by the Licensor Party to Service Recipient the Licensee Party on or prior to the execution of this Agreement. Notwithstanding the foregoing, neither Party as Licensor Party is hereby granting to the other Party, as Licensee Party, any right, license or sublicense in any Intellectual Property owned by Service Provider. a third party, even if otherwise contemplated above, unless the Licensor Party has been granted, directly or indirectly, the right to do so from the third party owner of such Intellectual Property. (c) Upon the termination or expiration of any element or sub-element of the Transition Service Services pursuant to this Agreement, the license or sublicense, as applicable, to the relevant Intellectual Property provided in connection associated with that element or sub-element will automatically terminate; provided, however, that all licenses and sublicenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. (b) Each party hereto. Upon any such termination or expiration, for itself and its Affiliates, Licensee Party shall permit or provide return all materials received pursuant to the other party hereto terminated or expired license or sublicense, or shall at Licensor's option destroy such materials, and its Affiliates reasonable access to their respective software, networks, hardware and other information technology equipment (“IT Systems”) to the extent necessary to provide or receive the Transition Service as contemplated by and in accordance with this Agreement. The party accessing the other’s IT Systems shall comply certify compliance with the security and access policies generally required by that party for access to its IT Systems, which terms and conditions will be provided to Service Recipient by Service Providerforegoing. (c) Except as otherwise expressly provided in this Agreement, no party hereto or its Affiliates shall have any rights or licenses with respect to any Intellectual Property of the other party hereto or its Affiliates. All rights and licenses not expressly granted in this Agreement are expressly reserved by the relevant party.

Ownership and Licensing of Intellectual Property. (a) If If, in connection with its provision or receipt of any Service, Seller (together with its Affiliates, the Transition Service a party hereto “Providing Party”) provides, or provides access to, the other party hereto and/or Purchaser or its Affiliates (together, the “Receiving Party”) any Technology or Services the receipt of which by the Receiving Party would, in the absence of a license from the Providing Party, infringe or misappropriate any Intellectual Property right (excluding Trademarks) owned and licensable by such providing party or its Affiliatesthe Providing Party (collectively, “Service IP”), such providing party Providing Party hereby grants to the other party and its AffiliatesReceiving Party, during the Transition Service Periodterm of this Agreement, a non-exclusive, revocable, non-transferable (except as provided in Section 10.6)personal, non-sublicensabletransferable, royalty-free, fully paid-up license license, without the right to sublicense, under such Intellectual PropertyService IP, solely to the extent necessary for the Receiving Party to provide or receive the Transition Service such Services in accordance with this Agreement. . (b) To the extent that a party hereto the Providing Party provides, or provides access to, the other party hereto and/or its Affiliates Receiving Party any Technology the Intellectual Property rights in which are not owned by it or its Affiliatesthe Providing Party but which are licensed by a third party to the Providing Party with a right of the Providing Party to grant a sublicense to the Receiving Party as set forth herein (“Third-Party IP”), such providing party Providing Party hereby grants to the other party Receiving Party and its Affiliates, during the Transition Service Periodterm of this Agreement, a non-exclusive, revocable, non-transferable (except at provided in Section 10.6)personal, non-sublicensabletransferable, royalty-freefree (except as set forth in the last sentence of this Section 6.1(b) or, with respect to any Technology listed as a Service, except for the Cost Basis of such Service), fully paid-up sublicense (except as set forth in the last sentence of this Section 6.1(b) or, with respect to any Technology listed as a Service, except for the Cost Basis of such Intellectual PropertyService) sublicense, without the right to further sublicense, under such Third-Party IP, to internally use such Technology, solely to the extent such grant would not breach or otherwise violate any agreement between the Providing Party with any third party and solely to the extent necessary for the Receiving Party to provide or receive the Transition Service Services in accordance with this Agreement; provided that the other party’s and its AffiliateReceiving Party’s access to, use of and rights for such thirdThird-party Intellectual Property Party IP shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such Intellectual PropertyThird-Party IP, which terms and conditions will be provided to the applicable Service Recipient by the applicable Service ProviderProvider to the extent permitted by such terms and conditions. The Receiving Party shall reimburse the Providing Party for any out-of-pocket costs incurred by the Providing Party in connection with providing, or providing access to, such Technology. (c) Upon the termination or expiration of any element or sub-element of the Transition Service pursuant to this Agreement, the license or sublicense, as applicable, to the relevant Intellectual Property provided right granted hereunder in connection with that element or sub-element such Service will automatically terminateterminate (except to the extent such license or sublicense also applies to one or more Services that has not terminated or expired); provided, however, that all licenses and sublicenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereoffor any reason. (b) Each party hereto, for itself and its Affiliates, shall permit or provide to the other party hereto and its Affiliates reasonable access to their respective software, networks, hardware and other information technology equipment (“IT Systems”) to the extent necessary to provide or receive the Transition Service as contemplated by and in accordance with this Agreement. The party accessing the other’s IT Systems shall comply with the security and access policies generally required by that party for access to its IT Systems, which terms and conditions will be provided to Service Recipient by Service Provider. (cd) Except as otherwise expressly provided in this Agreement, the other Ancillary Agreements or the Purchase Agreement, no party hereto Party or its Affiliates shall have any rights or licenses with respect to any Intellectual Property of the other party hereto Party or its Affiliates. All rights and licenses not expressly granted in this Agreement, the other Ancillary Agreements or the Purchase Agreement are expressly reserved by the relevant partyParty.

Ownership and Licensing of Intellectual Property. (a) If As between the Parties, Merger Sub (or the applicable Service Recipient) shall be the sole owner of all financial data deliverables delivered by SpinCo to Merger Sub or such Service Recipient as part of the Services performed under this Agreement (e.g., financial reports, financial documents or financial data). (b) If, in connection with its the provision or receipt of any of the Transition Services, any Service a party hereto Recipient provides, or provides access to, any documents, information, data or other items containing or comprising, or otherwise requiring the other party hereto and/or its Affiliates use of, any Intellectual Property owned by such providing party or its AffiliatesService Recipient, such providing party Service Recipient hereby grants to the other party and its AffiliatesSpinCo, during the Transition period prior to the Service PeriodTermination Date of the applicable Service, a non-exclusive, revocable, non-transferable (except as provided in Section 10.6)transferable, non-sublicensable, royalty-free, fully paid-up license with respect to such Intellectual Property to copy, display, perform, transmit, create derivative works from and otherwise modify, make, use and otherwise exploit such documents, information, data and other items containing or comprising, or otherwise requiring the use of, such Intellectual Property, solely to the extent necessary to provide or receive the Transition Service applicable Services in accordance with this Agreement. To the extent that a party hereto provides, or provides access to, the other party hereto and/or its Affiliates any Intellectual Property not owned by it or its Affiliates, such providing party . (c) SpinCo hereby grants to the other party and its Affiliates, during the Transition applicable Service Period, Recipient a non-exclusive, revocableperpetual, non-transferable (except at provided in Section 10.6), non-sublicensableirrevocable, royalty-free, fully paid-up sublicense license to use any Intellectual Property owned by SpinCo or its subcontractors that is embedded in any financial data deliverable delivered by SpinCo to such Intellectual PropertyService Recipient as part of the Services performed under this Agreement, solely to the extent necessary to provide or receive the Transition Service in accordance with this Agreement; provided that the other party’s and its Affiliate’s access to, use of and rights for such third-party Intellectual Property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such Intellectual Property, which terms and conditions will be provided to Service Recipient by Service Provider. Upon the termination or expiration of any element or sub-element of the Transition Service pursuant to this Agreement, the license or sublicense, as applicable, to the relevant Intellectual Property provided in connection with that element or sub-element will automatically terminate; provided, however, that all licenses receive and sublicenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereofuse such financial data deliverable. (b) Each party hereto, for itself and its Affiliates, shall permit or provide to the other party hereto and its Affiliates reasonable access to their respective software, networks, hardware and other information technology equipment (“IT Systems”) to the extent necessary to provide or receive the Transition Service as contemplated by and in accordance with this Agreement. The party accessing the other’s IT Systems shall comply with the security and access policies generally required by that party for access to its IT Systems, which terms and conditions will be provided to Service Recipient by Service Provider. (cd) Except as otherwise expressly provided in this Agreement, the Merger Agreement or the Separation Agreement, (i) no party hereto or its Affiliates Party shall have any rights or licenses with respect to any Intellectual Property of the other party hereto Party and (ii) each Party shall retain all right, title and interest in and to all Intellectual Property owned by such Party and used in connection with the performance or its Affiliatesreceipt of the Services under this Agreement. All rights and licenses not expressly granted in this Agreement, the Separation Agreement or the Merger Agreement are expressly reserved by the relevant partyParty.