Parent Internal-Use Tools Clause Samples

Parent Internal-Use Tools. 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 Internal-Use Tools, to (a) use and reproduce the Parent Internal-Use Tools, in whole or in part, in Source Code and Executable Code form internally for the purposes of performing the SpinCo Group’s internal build, localization, quality assurance and technical support processes and use of the Parent Internal-Use Tools as an internal service in conjunction with SpinCo Products; and (b) modify and create derivative works of the Parent Internal-Use Tools, in whole or in part, for the sole purpose of performing the SpinCo Group’s internal build, localization, quality assurance and technical support processes and use of the Parent Internal-Use Tools as an internal service in conjunction with SpinCo Products, including for verification and compliance purposes. The SpinCo Group shall have the right to sublicense the Parent Internal-Use Tools to subcontractors, consultants, cloud hosting providers and other Third Parties with which the SpinCo Group may work from time to time, solely for use for or on behalf of the SpinCo Group, provided that each such sublicense is under terms and conditions no less protective of the Parent Group and the Parent Internal-Use Tools than, and consistent with, the terms and conditions of this Agreement.