Common use of PROTECTION OF LICENSED SOFTWARE Clause in Contracts

PROTECTION OF LICENSED SOFTWARE. The Software is acknowledged by LICENSEE to include confidential and proprietary information and trade secrets of the Software Owners in which LICENSEE has no rights other than as granted by this Agreement. LICENSEE acknowledges that unauthorized copying or disclosure of the Software will cause irreparable injury to the Software Owners and that the Software Owners shall be entitled to, among other things, enjoin such activities. LICENSEE agrees not to provide or otherwise make available any Software in any form without LICENSOR's prior written consent. LICENSEE agrees that the Software is being licensed hereunder for LICENSEE's internal use and that LICENSEE may not make the Software available to third parties in connection with any form of time-sharing service. LICENSEE agrees not to create source code for the Software nor to translate the Software into any other computer or natural language, nor to attempt to do so or provide assistance to others to do so. LICENSEE further agrees to take appropriate action to satisfy its obligations hereunder with respect to use, copying , modification and protection of the Software by suitable instructions to its employees or other persons who are permitted access to the Software, or to any documentation describing or disclosing the same. LICENSEE shall have no liability under this paragraph 5 for disclosure of information supplied by LICENSOR if and to the extent that: (a) LICENSEE establishes that the information was already known to LICENSEE, without obligation to keep it confidential, at the time of its receipt from LICENSOR, as disclosure, (b) LICENSEE establishes that the information was received by LICENSEE in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential, or (c) LICENSEE establishes that the information was publicly known at the time of its receipt by LICENSEE from LICENSOR or has become publicly known other than by a breach of the Agreement or other action by LICENSEE.

PROTECTION OF LICENSED SOFTWARE. The During the term of a license, EDS will treat the Licensed Software is acknowledged by LICENSEE and Documentation with the same degree of care and confidentiality which EDS provides for similar information belonging to include confidential and proprietary information and trade secrets of the Software Owners in EDS which LICENSEE has no rights other than as granted by this Agreement. LICENSEE acknowledges that unauthorized copying or disclosure of the Software will cause irreparable injury EDS does not wish disclosed to the public, but not less than reasonable care. This provision shall not apply to Licensed Software Owners and that the Software Owners shall be entitled to, among other things, enjoin such activities. LICENSEE agrees not to provide or otherwise make available any Software in any form without LICENSOR's prior written consent. LICENSEE agrees that the Software is being licensed hereunder for LICENSEE's internal use and that LICENSEE may not make the Software available to third parties in connection with any form of time-sharing service. LICENSEE agrees not to create source code for the Software nor to translate the Software into any other computer or natural language, nor to attempt to do so or provide assistance to others to do so. LICENSEE further agrees to take appropriate action to satisfy its obligations hereunder with respect to use, copying , modification and protection of the Software by suitable instructions to its employees or other persons who are permitted access to the SoftwareDocumentation, or to any documentation describing or disclosing portion thereof, which is (i) as shown by the same. LICENSEE shall have no liability under this paragraph 5 for disclosure written records of information supplied by LICENSOR if and to the extent that: (a) LICENSEE establishes that the information was EDS, already known to LICENSEE, by EDS without an obligation to keep it confidential, at the time of its receipt from LICENSOR, as disclosureconfidentiality, (bii) LICENSEE establishes that the information was publicly known or becomes publicly known through no unauthorized act of EDS, (iii) rightfully received by LICENSEE in good faith from a third party lawfully in possession thereof and having no without obligation to keep such information confidentialof confidentiality, or (civ) LICENSEE establishes approved in writing by Supplier for disclosure. EDS may disclose that portion of the information was publicly known Licensed Software as required to be disclosed pursuant to a requirement of a governmental agency or law so long as EDS provides Supplier with timely prior written notice of such requirement and it reasonably cooperates, at Supplier's expense, in obtaining a protective order or similar treatment. It will not be a violation of this Section if (A) EDS provides access to and the time use of the Licensed Software or Documentation to third parties, other than Direct Competitors of Supplier, providing services to EDS so long as EDS secures execution by such third parties of a confidentiality agreement as would normally be required by EDS, which is no less protective of Supplier's rights than this Agreement, or (B) EDS independently develops software which is similar to Licensed Software, so long as such independent development is substantiated by written documentation. EDS shall immediately attempt to remedy any breach by the third party of its receipt by LICENSEE from LICENSOR obligations under the preceding clause (A), and cooperate with Supplier regarding any such actions. In the event that Supplier, acting in good faith, is not reasonably satisfied with the actions EDS has taken to remedy such breach, upon Supplier's request, EDS hereby assigns and agrees to assign its rights to enforce such confidentiality provisions in a court of law or has become publicly known other than by a breach of equity with respect to the Agreement or other action by LICENSEELicensed Software against such third party.

PROTECTION OF LICENSED SOFTWARE. The Licensee acknowledges that the Licensor shall have sole and exclusive ownership of all rights, title, Copyright and interest in and to the Software is acknowledged including all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted by LICENSEE Licensor. This Agreement does not provide you with title or ownership of the Licensed Program, but only a right of limited use. 3.1 All Confidential Information provided to include confidential the Licensee pursuant to this Agreement or otherwise, or acquired by the Licensee from the Licensor, represents and proprietary information and contains valuable trade secrets of the Software Owners Licensor, developed at great effort and expense. The Licensee agrees that it shall (a) hold all Confidential Information in which LICENSEE has the strictest confidence, and make no rights other than use thereof except as granted contemplated by this Agreement. LICENSEE acknowledges that unauthorized copying or disclosure of the Software will cause irreparable injury to the Software Owners and that the Software Owners shall be entitled to, among other things, enjoin such activities. LICENSEE agrees not to provide or otherwise make available any Software in any form without LICENSOR's prior written consent. LICENSEE agrees that the Software is being licensed hereunder for LICENSEE's internal use and that LICENSEE may not make the Software available to third parties in connection with any form of time-sharing service. LICENSEE agrees not to create source code for the Software nor to translate the Software into any other computer or natural language, nor to attempt to do so or provide assistance to others to do so. LICENSEE further agrees to take appropriate action to satisfy its obligations hereunder with respect to use, copying , modification and protection of the Software by suitable instructions to its employees or other persons who are permitted access to the Software, or to any documentation describing or disclosing the same. LICENSEE shall have no liability under this paragraph 5 for disclosure of information supplied by LICENSOR if and to the extent that: (a) LICENSEE establishes that the information was already known to LICENSEE, without obligation to keep it confidential, at the time of its receipt from LICENSOR, as disclosure, (b) LICENSEE establishes that allow access and use only by its employees or contractors, (who will be subject to a confidentiality agreement or similar restrictions as part of their status as employees or contractors) and only as required for use by the information was received Licensee as contemplated by LICENSEE in good faith from a third party lawfully in possession thereof this Agreement, and having no obligation to keep such information confidential, or (c) LICENSEE establishes not transfer the Confidential Information or any portion thereof to any third party. You acknowledge that, in the event of you breaching of any of the foregoing provisions, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction 3.2 The License will automatically terminate and legal action will be taken if the Licensee makes any unauthorised reproduction, modifies or attempts to decompile the Software, sells or transfers possession of any copy, adaptation, transcription, or merged portion of the Software to any other party in any way not expressly authorised by the Licensor. 3.3 The Licensor reserves the right to enter the premises of the Licensee in any reasonable manner during regular business hours to inspect the Software, License type and installation where it has reason to suspect that the information was publicly known at the time of its receipt by LICENSEE from LICENSOR or there has become publicly known other than by been a breach of this License. Where a breach is identified, the Agreement Licensor will seek remedy through a court of law. 3.4 Except as provided for within this License, copies of the Software are authorised for back-up purposes only. The Licensee agrees to provide to the Licensor upon request, records of the number and location of all such copies. The original and all copies in whole or other action by LICENSEEin part, shall remain the property of Licensor.