Parent Components Clause Samples

Parent Components. Subject to the terms and conditions of this Agreement, Parent, on behalf of the Parent Group, grants to the SpinCo Group a perpetual, irrevocable, nonexclusive, worldwide, non-transferable (except to the extent permitted in Section 9.5), royalty-free and fully-paid license, under all of the Parent Group’s Intellectual Property Rights in the Parent Components, to (a) use, modify and reproduce the Parent Components, in whole or in part, in Source Code form, for the sole purpose of Integrating the Parent Components into SpinCo Products; (b) create derivative works of the Parent Components, in whole or in part, in connection with Integrating them into SpinCo Products (in Executable Code form); (c) use, modify, reproduce, perform, and display the Parent Components, solely as Integrated (in Executable Code form only) into SpinCo Products, for the purpose of supporting and maintaining SpinCo Products; and (d) Distribute the Parent Components, solely as Integrated (in Executable Code form only) into SpinCo Products, through multiple tiers to End Users. The SpinCo Group shall have the right to sublicense the aforementioned license to: (i) End Users, provided that such sublicense is limited to the End User Rights; (ii) redistributors, provided that such sublicense is limited to the rights described in subsection (d) of the previous sentence; and (iii) subcontractors, consultants and other Third Parties with which the SpinCo Group may work from time to time, provided that each such sublicense granted pursuant to this subpart (iii) is limited solely to performing work on the SpinCo Group’s behalf and only as permitted by, and in accordance with, the terms of this Section 2.1(b) and under terms and conditions no less protective of Parent and the Parent Components than the terms and conditions of this Agreement. The SpinCo Group shall use its reasonable efforts to remove all the Parent Group’s trademarks from Parent Components as Integrated into SpinCo Products to the extent visible to End-Users through the user interface, product marking or documentation of the SpinCo Products that have Parent Components, at the next major release in which such removal is practical; provided, however, that the foregoing does not apply to a Parent Group trademark contained therein, to the extent expressly licensed to a member of the SpinCo Group pursuant to an Ancillary Agreement.