Common use of RESTRICTIONS AND PROTECTIONS Clause in Contracts

RESTRICTIONS AND PROTECTIONS. Licensee acknowledges that the Softwa re and its structure, organization and source code constitute and conta in va luable confidentia l information and trade secrets of Licensor (and its suppliers, as applicable). Licensee shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Softwa re; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third pa rty except as expressly permitted under this Agreement; (iv) allow any third pa rty to access or use the Softwa re on a service bureau, application service provider, time -sharing, or xxxxxx r basis; (v) disable, modify or circumvent any license mana gement system or security mechanism provided with the Softwa re, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Softwa re; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Softwa re test or benchmark without Hexa gon’s prior written consent; (viii) use the Softwa re to develop softwa re applications for use by or distribution to any third party, whether as standa lone products or components; (ix) use the Software, its outputs or Documentation for the purposes of developing a competitive product or service; (x) disclose, display, or permit access to or use of the Softwa re or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Licensee; (xi) access or use any feature, module, option, or portion of the Softwa re or Documentation for which Licensee has no valid license; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Licensee agrees to notify Xxxxxxx immediately of any unauthorized access to or use of the

RESTRICTIONS AND PROTECTIONS. 4.1 Licensee acknowledges that the Softwa re Software and its structure, organization and source code constitute and conta in va luable confidentia l contain valuable confidential information and trade secrets of Licensor (and its suppliers, as applicable). Licensee shall not: (i) reverse-reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Softwa reSoftware; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third pa rty party except as expressly permitted under this Agreement; (iv) allow any third pa rty party to access or use the Softwa re Software on a service bureau, application service provider, time -sharingtime-sharing, or xxxxxx r similar basis; (v) disable, modify or circumvent any the license mana gement management system or security mechanism provided with the Softwa reSoftware, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Softwa reSoftware; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Softwa re Software test or benchmark without Hexa gonHexagon’s prior written consent; (viii) use the Softwa re Software to develop softwa re software applications for use by or distribution to any third party, whether as standa lone standalone products or components; (ix) use the Software, its outputs or Documentation for the purposes of developing a competitive product or service; (x) disclose, display, or permit access to or use of the Softwa re Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Licensee; (xi) access or use any feature, module, option, or portion of the Softwa re Software or Documentation for which Licensee has no valid license; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Licensee agrees to notify Xxxxxxx immediately of any unauthorized access to or use of thethe Software. Licensee shall at all times be responsible for its users’ compliance with this Agreement.

RESTRICTIONS AND PROTECTIONS. Licensee 5.1 Customer acknowledges that the Softwa re Software and its structure, organization and source code constitute and conta in va luable confidentia l information and contain valuable trade secrets of Licensor (and MSC and/or its suppliers. Accordingly, as applicable). Licensee Customer shall not: (i) reverse-reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Softwa reSoftware, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third pa rty party except as expressly permitted under this Agreement; (iv) allow any third pa rty party to access or use the Softwa re Software on a service bureau, application service provider, time -sharingtime-sharing, or xxxxxx r similar basis; (v) disable, modify or circumvent any license mana gement system or security mechanism provided with the Softwa re, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Softwa reSoftware; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Softwa re test or Software benchmark tests without Hexa gonMSC’s prior written consent; (viii) use the Softwa re to develop softwa re applications for use by or distribution to any third party, whether as standa lone products or components; (ix) use the Software, its outputs or Documentation for the purposes of developing a competitive product or service; (x) disclose, display, or permit access to or use of the Softwa re Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Licensee; (xi) access or use any feature, module, option, or portion of the Softwa re or Documentation for which Licensee has no valid licenseCustomer; or (xiiix) otherwise disclose, use or copy the Software or Documentation except as expressly permitted under this Agreement. Licensee Customer agrees to notify Xxxxxxx MSC immediately of any unauthorized access to or use of thethe Software. In the case that Customer has obtained the Software or Documentation by electronic download Customer shall not sell or otherwise transfer all or part of the Software or Documentation to any third party. 5.2 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is installed. 5.3 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC and/or its suppliers. Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by MSC (and/or its suppliers, as applicable). 5.4 Upon fifteen (15) days written notice, MSC or its authorized agent may audit Customer’s installation and use of the Software and Documentation. At Customer's request, the audit is exercised by a certified public accountant. For the purpose of the audit and during regular office hours, the Costumer provides, MSC or its authorised agent access to its premises. Customer provides the support necessary for the audit, including but not limited to the access to its computers and the necessary documents.

RESTRICTIONS AND PROTECTIONS. Licensee 5.1 Customer acknowledges that the Softwa re Software and its structure, organization and source code constitute and conta in va luable confidentia l contain valuable confidential information and trade secrets of Licensor MSC (and its suppliers, as applicable). Licensee Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Softwa reSoftware; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third pa rty party except as expressly permitted under this Agreement; (iv) allow any third pa rty party to access or use the Softwa re Software on a service bureau, application service provider, time -sharingtime-sharing, or xxxxxx r similar basis, or allow anyone other than Authorized Users within the scope of the license, directly or indirectly (whether through human, machine, or other intermediaries) submit jobs to or use the Software; (v) access or use the Software to provide data processing or batch processing services to others; (vi) disable, modify or circumvent any the license mana gement management system or security mechanism provided with the Softwa reSoftware, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Softwa reSoftware; (vivii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viiviii) disclose results of any Softwa re Software test or benchmark without Hexa gonMSC’s prior written consent; (viiiix) use the Softwa re Software to develop softwa re software applications for use by or distribution to any third party, whether as standa lone products or components; (ixx) use the Software, Software or its outputs or Documentation output for the purposes of developing a competitive product or service; (xxi) disclose, display, or permit access to or use of the Softwa re Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Licensee; (xi) access or use any feature, module, option, or portion of the Softwa re or Documentation for which Licensee has no valid licenseCustomer; or (xii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Licensee Customer agrees to notify Xxxxxxx MSC immediately of any unauthorized access to or use of thethe Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement.