Common use of Protection of Software Clause in Contracts

Protection of Software. a) All Software provided by Licensor to Licensee is owned by Licensor and its licensors, and its structure, organization and code, as well as the ideas and know-how embodied in it, are the valuable trade secrets of Licensor and its licensors, which are protectible under applicable trade secret, industrial property and/or unfair competition laws. Licensee may use the Software only in accordance with those rights which are expressly and unambiguously granted by this Agreement. Further, Licensee shall exercise such care against unauthorized use or disclosure of the Software as it uses with respect to its own proprietary information of like importance, provided that in no event shall Licensee use less than reasonable care. Licensee shall not, and shall not allow any third party (by license agreement or otherwise) to: 1) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas of the Software by any means whatsoever; 2) remove any product identification, copyright legend or other notices; 3) modify, incorporate into or with other software or create a derivative work of any part of the Software except as specifically permitted herein; or 4) load or use any portion of the Software (whether or not modified or incorporated into or with other software) on or with any unlicensed machine or system. b) Licensor-proprietary code is also protected under U.S. Copyright Law and international copyright treaty provisions. Except as may be reasonably required to use the Software in accordance with the rights granted by this Agreement and except as strictly required for back-up and archival purposes, copying of the Software or any portion thereof (including Software that has been modified or incorporated into the Application) is expressly prohibited. On all such copies as are permitted hereunder, Licensee shall reproduce and include the copyright notice and any other notices that appear on the original Software.

Protection of Software. a) All Software provided by Licensor to Licensee is owned by Licensor and its licensors, and its structure, organization and code, as well as the ideas and know-how embodied in it, are the valuable trade secrets of Licensor and its licensors, which are protectible under applicable trade secret, industrial property and/or unfair competition laws. Licensee may use the Software only in accordance with those rights which are expressly and unambiguously granted by this Agreement. Further, Licensee shall exercise such care against unauthorized use or disclosure of the Software as it uses with respect to its own proprietary information of like importance, provided that in no event shall Licensee use less than reasonable care. Licensee shall not, and shall not allow any third party (by license agreement or otherwise) to: 1) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas of the Software by any means whatsoever; 2) remove any product identification, copyright legend or other notices; 3) modify, incorporate into or with other software or create a derivative work of any part of the Software except as specifically permitted hereinunder separate development license agreement with Licensor; or 4) load or use any portion of the Software (whether or not modified or incorporated into or with other software) on or with any unlicensed machine or system. b) Licensor-proprietary code is also protected under U.S. Copyright Law and international copyright treaty provisions. Except as may be reasonably required to use the Software in accordance with the rights granted by this Agreement and except as strictly required for back-up and archival purposes, copying of the Software or any portion thereof (including Software that has been modified or incorporated into the Application) is expressly prohibited. On all such copies as are permitted hereunder, Licensee shall reproduce and include the copyright notice and any other notices that appear on the original Software.