Common use of PROPRIETARY RIGHTS AND SOFTWARE LICENSING Clause in Contracts

PROPRIETARY RIGHTS AND SOFTWARE LICENSING. a. Subject to Section 7a and the terms of Cisco’s End User License Agreement (the “XXXX”), Cisco grants to Customer a non-exclusive, non-transferable license (a) to use the Software and Documentation for Customer’s internal use, and (b) where Customer is a certified Cisco reseller or authorized distributor, to market and Resell the Software and related Documentation in the Territory during the term of these Terms of Sale, solely as permitted by Section 2 (Scope) and this Section 7 (Proprietary Rights And Software Licensing) of these Terms of Sale. Any resale of Software or Documentation to any person or entity other than as expressly permitted by Section 2 (Scope) is expressly prohibited. Customer may not sublicense, to any person or entity, any rights to distribute the Software or Documentation. b. For non-Cisco Branded products and/or services delivered in connection with these Terms of Sale: (i) third-party software and related documentation is separately licensed by the applicable third party, and Customer’s rights and responsibilities with respect to such software or documentation shall be governed in accordance with the third party licensor’s applicable software license; (ii) non-Cisco Branded products shall be governed by the applicable third party’s product terms; and (iii) non-Cisco Branded services and support shall be governed by the applicable third party’s services and support terms. If Customer chooses to order non-Cisco Branded products and/or services, Customer shall enter into one or more separate “click-accept” agreements or other third party agreements as part of the ordering, fulfilment, installation and/or download processes for such non-Cisco branded products and services. For the avoidance of doubt, the third-party supplier of non-Cisco Branded products and services shall be solely responsible for support, warranties, indemnities and other terms and conditions applicable to such products and services. Such agreements shall supersede these Terms of Sale with respect to such non-Cisco Branded products and services. c. Where Customer is a certified Cisco Reseller, Customer shall provide a copy of the Cisco XXXX and applicable third party license agreement to each end user with delivery of the Product or prior to installation of the Software. d. Customer shall notify Cisco promptly of any breach or suspected breach of the Cisco XXXX or third party license and further agrees that it will, at Cisco’s request, assist Cisco in efforts to preserve Cisco’s or its supplier’s intellectual property rights including pursuing an action against any breaching third parties.

PROPRIETARY RIGHTS AND SOFTWARE LICENSING. a. 7.1. Subject to Section 7a 7.2 and the terms of Cisco’s End User License Agreement (the “XXXX”), Cisco grants Ciscogrants to Customer a non-exclusive, non-transferable license (a) to use the Software and Documentation for Customer’s internal use, and (b) where Customer is a certified Cisco reseller or authorized distributor, to market and Resell the Software and related Documentation in the Territory during the term of these Terms of Sale, solely as solelyas permitted by Section 2 (Scope) and this Section 7 (Proprietary Rights And Software Licensing) of these Terms of Sale. Any resale of Software or Documentation to any person or entity other than as expressly permitted by Section 2 (Scope) is expressly prohibited. Customer may not sublicense, to any person or entity, any rights to distribute the Software or Documentation. b. 7.2. For non-Cisco Branded products Brandedproducts and/or services delivered in connection with deliveredin connectionwith these Terms of Sale: (i) third-party software and related documentation is separately licensed relateddocumentationis separatelylicensed by the applicable third party, and Customer’s rights and responsibilities with respect to such software or documentation shall be governed in accordance with the third party licensorpartylicensor’s applicable software license; (ii) non-Cisco non -Cisco Branded products shall be governed by governedby the applicable third partythirdparty’s product terms; and (iii) non-Cisco Branded services and support shall be governed by governedby the applicable third partythirdparty’s services and support terms. If Customer chooses to order non-Cisco Branded products and/or services, Customer shall enter into one or more separate “click-accept” agreements or other third party agreements as part of the ordering, fulfilment, installation and/or download processes for such non-Cisco branded products brandedproducts and services. For the avoidance of doubt, the third-party supplier of non-Cisco Branded products and services shall be solely responsible for support, warranties, indemnities and other terms and conditions applicable to such products suchproducts and services. Such agreements shall supersede these Terms of Sale with respect to such nonsuchnon-Cisco Branded products and services. c. 7.3. Where Customer is a certified Cisco Reseller, Customer shall provide a copy of the Cisco XXXX and applicable third party thirdparty license agreement to each end eachend user with delivery of the Product or prior to installation of the Software. d. 7.4. Customer shall notify Cisco promptly Ciscopromptly of any breach or suspected breach of the Cisco XXXX or third party license and further agrees that it will, at Cisco’s request, assist Cisco in efforts to preserve Cisco’s or its supplier’s intellectual property rights propertyrights including pursuing an action against any breaching third parties.

PROPRIETARY RIGHTS AND SOFTWARE LICENSING. a. Subject to Section 7a and the terms of Cisco’s End User License Agreement (the “XXXX”), Cisco grants to Customer a non-exclusive, non-transferable license (a) to use the Software and Documentation for Customer’s internal use, and (b) where Customer is a certified Cisco reseller or authorized distributor, to market and Resell the Software and related Documentation in the Territory during the term of these Terms of Sale, solely as permitted by Section 2 (Scope) and this Section 7 (Proprietary Rights And Software Licensing) of these Terms of Sale. Any resale of Software or Documentation to any person or entity other than as expressly permitted by Section 2 (Scope) is expressly prohibited. Customer may not sublicense, to any person or entity, any rights to distribute the Software or Documentation. b. For non-Cisco Branded products and/or services delivered in connection with these Terms of Sale: (i) third-party software and related documentation is separately licensed by the applicable third party, and Customer’s rights and responsibilities with respect to such software or documentation shall be governed in accordance with the third party licensor’s applicable software license; (ii) non-Cisco Branded products shall be governed by the applicable third party’s product terms; and (iii) non-Cisco Branded services and support shall be governed by the applicable third party’s services and support terms. If Customer chooses to order non-Cisco Branded products and/or services, Customer shall enter into one or more separate “click-accept” agreements or other third party agreements as part of the ordering, fulfilment, installation and/or download processes for such non-Cisco branded products and services. For the avoidance of doubt, the third-party supplier of non-Cisco Branded products and services shall be solely responsible for support, warranties, indemnities and other terms and conditions applicable to such products and services. Such agreements shall supersede these Terms of Sale with respect to such non-Cisco Branded products and services. c. Where Customer is a certified Cisco Reseller, Customer shall provide a copy of the Cisco XXXX and applicable third party license agreement to each end user with delivery of the Product or prior to installation of the Software. d. Customer shall notify Cisco promptly of any breach or suspected breach of the Cisco XXXX or third party license and further agrees that it will, at Cisco’s request, assist Cisco Xxxxx in efforts to preserve Cisco’s or its supplier’s intellectual property rights including pursuing an action against any breaching third parties.