Common use of PROGRAMS LICENSE Clause in Contracts

PROGRAMS LICENSE. COMPANY hereby grants to DISTRIBUTOR a nonexclusive license to use and sublicense to customers the Programs solely in connection with the sale and use of the Equipment as contemplated under this Agreement. Any grant of a sublicense of Programs to a Customer shall be by written sublicense agreement which provides for all terms, conditions, restrictions and requirements as to the ownership, use and confidentiality of such Programs as set forth in, and imposed upon DISTRIBUTOR by, this Agreement. DISTRIBUTOR shall obtain COMPANY'S prior approval of the form of sublicense agreement with Customers. COMPANY shall not assign, transfer, or sublicense any Programs to any third party other than as contemplated in this Agreement, without the express written consent of COMPANY. Notwithstanding any contrary provision in this or in any other agreement between COMPANY and DISTRIBUTOR, COMPANY shall retain all right, title and interest in and to any Programs provided licensed to DISTRIBUTOR or sublicensed to customers in connection with the sale and use of the Equipment being acquired by DISTRIBUTOR or customers hereunder. DISTRIBUTOR agrees to maintain the confidentiality of the Programs and to instruct and obligate its employees and agents to do the same. Without limiting the generality of the foregoing, DISTRIBUTOR shall not reproduce or modify all or any portion of the Programs, nor shall DISTRIBUTOR disclose, sell, sublicense or otherwise transfer or make available all or any portion of the Programs to any third party, without the prior express written consent of COMPANY. In addition to any other remedy COMPANY may have, COMPANY reserves the right to terminate Distributor's license or customers sublicense, if DISTRIBUTOR or customer fails to comply with any term or condition hereof. Distributor's license or customer's sublicense, as the case may be, granted pursuant to this paragraph 6 shall also terminate at such time as DISTRIBUTOR shall permanently cease to use the Equipment. DISTRIBUTOR agrees, upon notice from COMPANY of any termination of the license granted pursuant to this paragraph 6 and, in accordance with any more specific directions from COMPANY, to deliver immediately to COMPANY all Software and copies thereof, and all Firmware chips and printed circuit boards and other tangible items and materials in the possession or custody of DISTRIBUTOR embodying the Programs.

PROGRAMS LICENSE. COMPANY IDSI hereby grants to DISTRIBUTOR DISTRIBUTOR/PURCHASER a nonexclusive license to use and sublicense to customers the Software Programs solely in connection with the sale and use of the Equipment as contemplated under this AgreementEQUIPMENT. Any grant of a sublicense of Programs to a Customer shall be by written sublicense agreement which provides for all terms, conditions, restrictions and requirements as to the ownership, use and confidentiality of such Programs as set forth in, and imposed upon DISTRIBUTOR by, this Agreement. DISTRIBUTOR shall obtain COMPANY'S prior approval of the form of sublicense agreement with Customers. COMPANY DISTRIBUTOR/PURCHASER shall not assign, transfer, or sublicense any Programs to any third party other than as contemplated in this Agreementparty, without the express written consent of COMPANYIDSI. Notwithstanding any contrary provision in this or in any other agreement between COMPANY and DISTRIBUTOR, COMPANY IDSI shall retain all right, title and interest in and to any Programs provided or licensed to DISTRIBUTOR or sublicensed to customers in connection with the sale and use of the Equipment being acquired by DISTRIBUTOR or customers hereunderDISTRIBUTOR/PURCHASER. DISTRIBUTOR DISTRIBUTOR/PURCHASER agrees to maintain the confidentiality of the Programs and to instruct and obligate its employees and agents to do the same. Without limiting the generality of the foregoing, DISTRIBUTOR DISTRIBUTOR/PURCHASER shall not reproduce or modify all or any portion of the Programs, nor shall DISTRIBUTOR DISTRIBUTOR/PURCHASER disclose, sell, sublicense or otherwise transfer or make available all or any portion of the Programs to any third party, without the prior express written consent of COMPANYIDSI. In addition to any other remedy COMPANY IDSI may have, COMPANY IDSI reserves the right to terminate DistributorDISTRIBUTOR/PURCHASER's license or customers sublicense, if DISTRIBUTOR or customer DISTRIBUTOR/PURCHASER fails to comply with any term or condition hereof. DistributorDISTRIBUTOR/PURCHASER's license or customer's sublicense, as the case may belicense, granted pursuant to this paragraph 6 7 shall also terminate at such time as DISTRIBUTOR DISTRIBUTOR/PURCHASER shall permanently cease to use the EquipmentEQUIPMENT. DISTRIBUTOR DISTRIBUTOR/PURCHASER agrees, upon notice from COMPANY IDSI of any termination of the license granted pursuant to this paragraph 6 7 and, in accordance with any more specific directions from COMPANYIDSI, to deliver immediately to COMPANY IDSI all Software and copies thereof, and all Firmware chips and printed circuit boards and other tangible items and materials in the possession or custody of DISTRIBUTOR DISTRIBUTOR/PURCHASER embodying the Programs.. As used herein, the word "Programs" shall include IDSI' Firmware and Software, each of which is defined as follows: (a) "Firmware" shall mean all fixed electrical