Common use of Prohibited Uses and Administrative Obligations Clause in Contracts

Prohibited Uses and Administrative Obligations. (a) Except as expressly permitted by this Agreement or with the prior written consent of Delta (not to be unreasonably withheld, conditioned or delayed), Ultra shall not, nor shall it allow or give permission to any Third Party, including but not limited to any Ultra Subsidiary, Customer or Governmental Entity, to: (i) use, copy (except for internal archival purposes), distribute, rent, lease, license, lend, give, sublicense, disclose or transfer any of the Delta Proprietary Items or any portion thereof; (ii) access or make available to any Third Party source code in any manner (and whether or not subject to escrow arrangements) relating to the Licensed Products, Licensed Product Items or any portion thereof; (iii) translate, modify, adapt, enhance, extend, decompile, disassemble or reverse engineer the Licensed Products, Licensed Product Items or any portion thereof; (iv) transfer, assign or sublicense, or purport to transfer, assign or sublicense, to any Third Party any right, including any Intellectual Property Rights, in or to any of the Delta Proprietary Items; (v) allow any of the Delta Proprietary Items or any right in any of them to become subject of any charge, lien or encumbrance; (vi) alter, remove or obscure any trademark, copyright, trade secret, patent, proprietary right and/or other legal notice of Delta that are part of or affixed to any of the Delta Proprietary Items; (vii) modify, decompile, disassemble or reverse engineer or otherwise attempt to derive, obtain or modify the source code to, write or develop any derivative software based upon the Licensed Products, or sell, rent, lease, license, sublicense, copy, reproduce, disclose or transmit the Delta Proprietary Items or any portion thereof, or permit any Third Party to do any of the foregoing, for any purpose whatsoever; (viii) use or permit use of the Delta Proprietary Items by a Third Party or on any service bureau, time-sharing or similar system; or (ix) create Improvements or additions to any of the Delta Proprietary Items. (b) Ultra shall not, and agrees to cause Ultra Subsidiaries to not, directly or indirectly, violate any applicable Laws or regulations in exercising any rights provided by or performed under this Agreement.

Prohibited Uses and Administrative Obligations. (a) Except as expressly permitted by this Agreement (including Section 2.9(b)) or with the prior written consent of Delta CSC (not to be unreasonably withheld, conditioned or delayed) in accordance with Schedule 2.9(a), Ultra CSRA shall not, nor shall it allow or give permission to any Third Party, including but not limited to any Ultra CSRA Subsidiary, Customer End User or Governmental Entity, to: (i) use, copy (except for internal archival purposes), distribute, rent, lease, license, lend, give, sublicense, disclose or transfer any of the Delta CSC Proprietary Items or any portion thereof; (ii) access or make available to any Third Party source code in any manner (and whether or not subject to escrow arrangements) relating to the Licensed Products, Licensed Product Items or any portion thereof; (iii) translate, modify, adapt, enhance, extend, decompile, disassemble or reverse engineer the Licensed Products, Licensed Product Items or any portion thereof; (iv) transfer, assign or sublicense, or purport to transfer, assign or sublicense, to any Third Party any right, including any Intellectual Property Rights, in or to any of the Delta CSC Proprietary Items; (v) allow any of the Delta CSC Proprietary Items or any right in any of them to become subject of any charge, lien or encumbrance; (vi) alter, remove or obscure any trademark, copyright, trade secret, patent, proprietary right and/or other legal notice of Delta CSC that are part of or affixed to any of the Delta CSC Proprietary Items; (vii) modify, decompile, disassemble or reverse engineer or otherwise attempt to derive, obtain or modify the source code to, write or develop any derivative software based upon the Licensed Products, or sell, rent, lease, license, sublicense, copy, reproduce, disclose or transmit the Delta CSC Proprietary Items or any portion thereof, or permit any Third Party to do any of the foregoing, for any purpose whatsoever; (viii) use or permit use of the Delta CSC Proprietary Items by a Third Party or on any service bureau, time-sharing or similar system; or (ix) create Improvements or additions to any of the Delta CSC Proprietary Items. For purposes of this Section 2.9(a), CSC Proprietary Items shall include, with respect to Licensed Know-How, only that Licensed Know-How that is Technical Data related to Licensed Products or any other reasonably identifiable products or services in existence and owned by CSC or a CSC Subsidiary as of the Effective Date. (b) Ultra Prior to entering into any Customer Contract in connection with any CSC Proprietary Items with any Governmental Entity, CSRA or the applicable CSRA Subsidiary shall first (i) obtain a written acknowledgment from the relevant contracting officer that such CSC Proprietary Items required to be delivered or used in performance of such Customer Contract are “commercial items” as such term is defined in FAR 2.101, (ii) ensure that the regulatory-specified contract clauses and licenses, if any, for the acquisition of such “commercial items” are included in such Customer Contract and (iii) obtain a written acknowledgment from the relevant contracting officer that any modifications to such “commercial items” are (A) of a type customarily available in the commercial marketplace or (B) minor modifications made to meet U.S. federal government requirements. (c) CSRA shall effect and maintain security measures as are necessary to safeguard the CSC Proprietary Items from any unauthorized access or use by any Person. CSRA shall cause CSRA Subsidiaries to comply with the terms and conditions of this Agreement and CSRA shall be liable hereunder for the actions and inactions of CSRA Subsidiaries, all CSRA Personnel and all other sublicensees as though they were the actions or inactions of CSRA. (d) CSRA shall not, and agrees to cause Ultra CSRA Subsidiaries to not, take any action or grant any sublicense to any Person that exceeds the scope of any license or right to sublicense granted by this Agreement. (e) CSRA shall not, and agrees to cause CSRA Subsidiaries to not, directly or indirectly, violate any applicable Laws or regulations in exercising any rights provided by or performed under this Agreement.

Prohibited Uses and Administrative Obligations. (a) Except as expressly permitted by this Agreement (including Section 2.9(b)), the Reseller Agreement or with the prior written consent of Delta CSC (not to be unreasonably withheld, conditioned or delayed) in accordance with Schedule 2.9(a), Ultra CSRA shall not, nor shall it allow or give permission to any Third Party, including but not limited to any Ultra CSRA Subsidiary, Customer End User or Governmental Entity, to: (i) use, copy (except for internal archival purposes), distribute, rent, lease, license, lend, give, sublicense, disclose or transfer any of the Delta CSC Proprietary Items or any portion thereof; (ii) access or make available to any Third Party source code in any manner (and whether or not subject to escrow arrangements) relating to the Licensed Products, Licensed Product Items or any portion thereof; (iii) translate, modify, adapt, enhance, extend, decompile, disassemble or reverse engineer the Licensed Products, Licensed Product Items or any portion thereof; (iv) transfer, assign or sublicense, or purport to transfer, assign or sublicense, to any Third Party any right, including any Intellectual Property Rights, in or to any of the Delta CSC Proprietary Items; (v) allow any of the Delta CSC Proprietary Items or any right in any of them to become subject of any charge, lien or encumbrance; (vi) alter, remove or obscure any trademark, copyright, trade secret, patent, proprietary right and/or other legal notice of Delta CSC that are part of or affixed to any of the Delta CSC Proprietary Items; (vii) modify, decompile, disassemble or reverse engineer or otherwise attempt to derive, obtain or modify the source code to, write or develop any derivative software based upon the Licensed Products, or sell, rent, lease, license, sublicense, copy, reproduce, disclose or transmit the Delta CSC Proprietary Items or any portion thereof, or permit any Third Party to do any of the foregoing, for any purpose whatsoever; (viii) use or permit use of the Delta CSC Proprietary Items by a Third Party or on any service bureau, time-sharing or similar system; or (ix) create Improvements or additions to any of the Delta CSC Proprietary Items. For purposes of this Section 2.9(a), CSC Proprietary Items shall include, with respect to Licensed Know-How, only that Licensed Know-How that is Technical Data related to Licensed Products or any other reasonably identifiable products or services in existence and owned by CSC or a CSC Subsidiary as of the Effective Date. (b) Ultra Prior to entering into any Customer Contract in connection with any CSC Proprietary Items (other than NPS-Developed Products, unless CSRA or the applicable CSRA Subsidiary would reasonably be expected to satisfy the obligations set forth in this Section 2.9(b) with respect to such NPS-Developed Product) with any Governmental Entity, CSRA or the applicable CSRA Subsidiary shall first (i) obtain a written acknowledgment from the relevant contracting officer that such CSC Proprietary Items required to be delivered or used in performance of such Customer Contract are “commercial items” as such term is defined in FAR 2.101, (ii) ensure that the regulatory-specified contract clauses and licenses, if any, for the acquisition of such “commercial items” are included in such Customer Contract and (iii) obtain a written acknowledgment from the relevant contracting officer that any modifications to such “commercial items” are (A) of a type customarily available in the commercial marketplace or (B) minor modifications made to meet U.S. federal government requirements. (c) CSRA shall effect and maintain security measures as are necessary to safeguard the CSC Proprietary Items from any unauthorized access or use by any Person. CSRA shall cause CSRA Subsidiaries to comply with the terms and conditions of this Agreement and CSRA shall be liable hereunder for the actions and inactions of CSRA Subsidiaries, all CSRA Personnel and all other sublicensees as though they were the actions or inactions of CSRA. (d) CSRA shall not, and agrees to cause Ultra CSRA Subsidiaries to not, take any action or grant any sublicense to any Person that exceeds the scope of any license or right to sublicense granted by this Agreement. (e) CSRA shall not, and agrees to cause CSRA Subsidiaries to not, directly or indirectly, violate any applicable Laws or regulations in exercising any rights provided by or performed under this Agreement.

Prohibited Uses and Administrative Obligations. (a) Except as expressly permitted by this Agreement (including Section 2.9(b)), the Reseller Agreement or with the prior written consent of Delta CSC (not to be unreasonably withheld, conditioned or delayed) in accordance with Schedule 2.9(a), Ultra Computer Sciences GS shall not, nor shall it allow or give permission to any Third Party, including but not limited to any Ultra Computer Sciences GS Subsidiary, Customer End User or Governmental Entity, to: (i) use, copy (except for internal archival purposes), distribute, rent, lease, license, lend, give, sublicense, disclose or transfer any of the Delta CSC Proprietary Items or any portion thereof; (ii) access or make available to any Third Party source code in any manner (and whether or not subject to escrow arrangements) relating to the Licensed Products, Licensed Product Items or any portion thereof; (iii) translate, modify, adapt, enhance, extend, decompile, disassemble or reverse engineer the Licensed Products, Licensed Product Items or any portion thereof; (iv) transfer, assign or sublicense, or purport to transfer, assign or sublicense, to any Third Party any right, including any Intellectual Property Rights, in or to any of the Delta CSC Proprietary Items; (v) allow any of the Delta CSC Proprietary Items or any right in any of them to become subject of any charge, lien or encumbrance; (vi) alter, remove or obscure any trademark, copyright, trade secret, patent, proprietary right and/or other legal notice of Delta CSC that are part of or affixed to any of the Delta CSC Proprietary Items; (vii) modify, decompile, disassemble or reverse engineer or otherwise attempt to derive, obtain or modify the source code to, write or develop any derivative software based upon the Licensed Products, or sell, rent, lease, license, sublicense, copy, reproduce, disclose or transmit the Delta CSC Proprietary Items or any portion thereof, or permit any Third Party to do any of the foregoing, for any purpose whatsoever; (viii) use or permit use of the Delta CSC Proprietary Items by a Third Party or on any service bureau, time-sharing or similar system; or (ix) create Improvements or additions to any of the Delta CSC Proprietary Items. For purposes of this Section 2.9(a), CSC Proprietary Items shall include, with respect to Licensed Know-How, only that Licensed Know-How that is Technical Data related to Licensed Products or any other reasonably identifiable products or services in existence and owned by CSC or a CSC Subsidiary as of the Effective Date. (b) Ultra Prior to entering into any Customer Contract in connection with any CSC Proprietary Items (other than NPS-Developed Products, unless Computer Sciences GS or the applicable Computer Sciences GS Subsidiary would reasonably be expected to satisfy the obligations set forth in this Section 2.9(b) with respect to such NPS-Developed Product) with any Governmental Entity, Computer Sciences GS or the applicable Computer Sciences GS Subsidiary shall first (i) obtain a written acknowledgment from the relevant contracting officer that such CSC Proprietary Items required to be delivered or used in performance of such Customer Contract are “commercial items” as such term is defined in FAR 2.101, (ii) ensure that the regulatory-specified contract clauses and licenses, if any, for the acquisition of such “commercial items” are included in such Customer Contract and (iii) obtain a written acknowledgment from the relevant contracting officer that any modifications to such “commercial items” are (A) of a type customarily available in the commercial marketplace or (B) minor modifications made to meet U.S. federal government requirements. (c) Computer Sciences GS shall effect and maintain security measures as are necessary to safeguard the CSC Proprietary Items from any unauthorized access or use by any Person. Computer Sciences GS shall cause Computer Sciences GS Subsidiaries to comply with the terms and conditions of this Agreement and Computer Sciences GS shall be liable hereunder for the actions and inactions of Computer Sciences GS Subsidiaries, all Computer Sciences GS Personnel and all other sublicensees as though they were the actions or inactions of Computer Sciences GS. (d) Computer Sciences GS shall not, and agrees to cause Ultra Computer Sciences GS Subsidiaries to not, take any action or grant any sublicense to any Person that exceeds the scope of any license or right to sublicense granted by this Agreement. (e) Computer Sciences GS shall not, and agrees to cause Computer Sciences GS Subsidiaries to not, directly or indirectly, violate any applicable Laws or regulations in exercising any rights provided by or performed under this Agreement.

Prohibited Uses and Administrative Obligations. (a) Except as expressly permitted by this Agreement (including Section 2.7(b)) or with the prior written consent of Delta (not to be unreasonably withheld, conditioned or delayed) in accordance with Schedule 2.7(a), Ultra shall not, nor shall it allow or give permission to any Third Party, including but not limited to any Ultra Subsidiary, Customer or Governmental Entity, to: (i) use, copy (except for internal archival purposes), distribute, rent, lease, license, lend, give, sublicense, disclose or transfer any of the Delta Proprietary Items or any portion thereof; (ii) access or make available to any Third Party source code in any manner (and whether or not subject to escrow arrangements) relating to the Licensed Products, Licensed Product Items or any portion thereof; (iii) translate, modify, adapt, enhance, extend, decompile, disassemble or reverse engineer the Licensed Products, Licensed Product Items or any portion thereof; (iv) transfer, assign or sublicense, or purport to transfer, assign or sublicense, to any Third Party any right, including any Intellectual Property Rights, in or to any of the Delta Proprietary Items; (v) allow any of the Delta Proprietary Items or any right in any of them to become subject of any charge, lien or encumbrance; (vi) alter, remove or obscure any trademark, copyright, trade secret, patent, proprietary right and/or other legal notice of Delta that are part of or affixed to any of the Delta Proprietary Items; (vii) modify, decompile, disassemble or reverse engineer or otherwise attempt to derive, obtain or modify the source code to, write or develop any derivative software based upon the Licensed Products, or sell, rent, lease, license, sublicense, copy, reproduce, disclose or transmit the Delta Proprietary Items or any portion thereof, or permit any Third Party to do any of the foregoing, for any purpose whatsoever; (viii) use or permit use of the Delta Proprietary Items by a Third Party or on any service bureau, time-sharing or similar system; or (ix) create Improvements or additions to any of the Delta Proprietary Items. For purposes of this Section 2.7(a), Delta Proprietary Items shall include, with respect to Delta Licensed Know-How, only that Delta Licensed Know-How that is Technical Data related to Licensed Products or any other reasonably identifiable products or services in existence and owned by Delta or a Delta Subsidiary as of the Effective Date. (b) Prior to entering into any Customer Contract in connection with any Delta Proprietary Items with any Governmental Entity, Ultra or the applicable Ultra Subsidiary shall first (i) obtain a written acknowledgment from the relevant contracting officer that such Delta Proprietary Items required to be delivered or used in performance of such Customer Contract are “commercial items” as such term is defined in FAR 2.101, (ii) ensure that the regulatory-specified contract clauses and licenses, if any, for the acquisition of such “commercial items” are included in such Customer Contract and (iii) obtain a written acknowledgment from the relevant contracting officer that any modifications to such “commercial items” are (A) of a type customarily available in the commercial marketplace or (B) minor modifications made to meet U.S. federal government requirements. (c) Ultra shall effect and maintain security measures as are necessary to safeguard the Delta Proprietary Items from any unauthorized access or use by any Person. Ultra shall cause Ultra Subsidiaries to comply with the terms and conditions of this Agreement and Ultra shall be liable hereunder for the actions and inactions of Ultra Subsidiaries, all Ultra Personnel and all other sublicensees as though they were the actions or inactions of Ultra. (d) Ultra shall not, and agrees to cause Ultra Subsidiaries to not, take any action or grant any sublicense to any Person that exceeds the scope of any license or right to sublicense granted by this Agreement. (e) Ultra shall not, and agrees to cause Ultra Subsidiaries to not, directly or indirectly, violate any applicable Laws or regulations in exercising any rights provided by or performed under this Agreement.

Prohibited Uses and Administrative Obligations. (a) Except as expressly permitted by this Agreement (including Section 2.9(b)), the Reseller Agreement or with the prior written consent of Delta CSC (not to be unreasonably withheld, conditioned or delayed) in accordance with Schedule 2.9(a), Ultra Computer Sciences GS shall not, nor shall it allow or give permission to any Third Party, including but not limited to any Ultra Computer Sciences GS Subsidiary, Customer End User or Governmental Entity, to: (i) use, copy (except for internal archival purposes), distribute, rent, lease, license, lend, give, sublicense, disclose or transfer any of the Delta CSC Proprietary Items or any portion thereof; (ii) access or make available to any Third Party source code in any manner (and whether or not subject to escrow arrangements) relating to the Licensed Products, Licensed Product Items or any portion thereof; (iii) translate, modify, adapt, enhance, extend, decompile, disassemble or reverse engineer the Licensed Products, Licensed Product Items or any portion thereof; (iv) transfer, assign or sublicense, or purport to transfer, assign or sublicense, to any Third Party any right, including any Intellectual Property Rights, in or to any of the Delta CSC Proprietary Items; (v) allow any of the Delta CSC Proprietary Items or any right in any of them to become subject of any charge, lien or encumbrance; (vi) alter, remove or obscure any trademark, copyright, trade secret, patent, proprietary right and/or other legal notice of Delta CSC that are part of or affixed to any of the Delta CSC Proprietary Items; (vii) modify, decompile, disassemble or reverse engineer or otherwise attempt to derive, obtain or modify the source code to, write or develop any derivative software based upon the Licensed Products, or sell, rent, lease, license, sublicense, copy, reproduce, disclose or transmit the Delta CSC Proprietary Items or any portion thereof, or permit any Third Party to do any of the foregoing, for any purpose whatsoever; (viii) use or permit use of the Delta CSC Proprietary Items by a Third Party or on any service bureau, time-sharing or similar system; or (ix) create Improvements or additions to any of the Delta CSC Proprietary Items. For purposes of this Section 2.9(a), CSC Proprietary Items shall include, with respect to Licensed Know-How, only that Licensed Know-How which is Technical Data related to Licensed Products or any other reasonably identifiable products or services in existence and owned by CSC or a CSC Subsidiary as of the Effective Date. (b) Ultra Prior to entering into any Customer Contract in connection with any CSC Proprietary Items (other than NPS-Developed Products, unless Computer Sciences GS or the applicable Computer Sciences GS Subsidiary would reasonably be expected to satisfy the obligations set forth in this Section 2.9(b) with respect to such NPS-Developed Product) with any Governmental Entity, Computer Sciences GS or the applicable Computer Sciences GS Subsidiary shall first (i) obtain a written acknowledgment from the relevant contracting officer that such CSC Proprietary Items required to be delivered or used in performance of such Customer Contract are “commercial items” as such term is defined in FAR 2.101, (ii) ensure that the regulatory-specified contract clauses and licenses, if any, for the acquisition of such “commercial items” are included in such Customer Contract and (iii) obtain a written acknowledgment from the relevant contracting officer that any modifications to such “commercial items” are (A) of a type customarily available in the commercial marketplace or (B) minor modifications made to meet U.S. federal government requirements. (c) Computer Sciences GS shall effect and maintain security measures as are necessary to safeguard the CSC Proprietary Items from any unauthorized access or use by any Person. Computer Sciences GS shall cause Computer Sciences GS Subsidiaries to comply with the terms and conditions of this Agreement and Computer Sciences GS shall be liable hereunder for the actions and inactions of Computer Sciences GS Subsidiaries, all Computer Sciences GS Personnel and all other sublicensees as though they were the actions or inactions of Computer Sciences GS. (d) Computer Sciences GS shall not, and agrees to cause Ultra Computer Sciences GS Subsidiaries not to, take any action or grant any sublicense to any Person that exceeds the scope of any license or right to sublicense granted by this Agreement. (e) Computer Sciences GS shall not, and agrees to cause Computer Sciences GS Subsidiaries not to, directly or indirectly, violate any applicable Laws or regulations in exercising any rights provided by or performed under this Agreement.