Common use of Software and Hardware Designs, Etc Clause in Contracts

Software and Hardware Designs, Etc. (a) Subject to the terms and conditions of this Agreement and the Supply Agreement, JetFax hereby grants to Xerox, effective only upon and after the date of Product Acceptance, a nonexclusive, perpetual (except if terminated pursuant to Section 11.1 herein), worldwide license to the Software, the Hardware Designs, the Mechanical Designs, and any other JetFax confidential information disclosed to Xerox and necessary or useful for the following licensed activities (and JetFax intellectual property corresponding to the above recited items), to manufacture or have manufactured, the Product (including any enhancements and modifications as set forth in Sections 3.3 and 8.1 of the Supply Agreement), the Product as defined in the Supply Agreement (i.e., the "JetFax Product"), and any Derivative Products (as defined in the Supply Agreement), and to use and distribute and sell and service the Product, the JetFax Product and any Derivative Products. Provided however, if the Escrowed Materials are released to Xerox pursuant to Section 2.5 of this Agreement, the above license as it applies to the Product shall automatically extend, if and only if there has not been Product Acceptance, to a Xerox replacement product (and variants thereof for the partially completed Product and shall automatically encompass all of the Escrowed Materials. In such event, the royalty set forth in Section 6.2(a) of this Agreement in the sum of [*] (reduced, if applicable as set forth in such Section 6.2(a)) shall also apply to such replacement product license. In such event, JetFax shall promptly and fully disclose the fully or partially completed JetFax Deliverables to Xerox, but shall have no further obligations under Sections 2.1, 2.3, 2.5, 4.1, 4.4 and 4.5 of this, Agreement and Section 3.1 of the Supply Agreement. (b) The Software, the Hardware Designs, and the Mechanical Designs are confidential information of JetFax, subject to the CDA defined in Section 8.1 of this Agreement and shall be used by Xerox solely in connection with the Product, the JetFax Product, and any Derivative Products (as defined in the Supply Agreement) in accordance with the terms of this Agreement and the Supply Agreement or as provided in this Article 5. Subject to the terms and conditions of this Agreement and the Supply Agreement, JetFax hereby grants to Xerox a nonexclusive, perpetual (except if terminated pursuant to Section 1 1.2(a) of this Agreement), worldwide license (with the Xerox right to sublicense Xerox Affiliates) to the Mechanical Designs, the Hardware Designs (excluding the ASICs and the Field Programmable Gate Arrays (FPGAS) themselves and a majority of the designs of each such ASIC or FPGA), and any other confidential information of JetFax disclosed to Xerox (excluding the Software and the above excluded items) and necessary or useful for the following licensed activities (and JetFax intellectual property corresponding to the above recited licensed items) to manufacture or have manufactured any other products (i.e., products other than the Product (but including any products related to the Product if there is no Product Acceptance), the JetFax Product, and Derivative Products (as defined in the Supply Agreement)), and to use and distribute and sell and service such other products. Provided, however, notwithstanding any sublicense made pursuant to the above right to sublicense, Xerox shall remain fully liable for compliance with all of its obligations under this Agreement, including without limitation the payment of all royalties. Provided however, if the Escrowed Materials are released to Xerox pursuant to Section 2.5 of this Agreement, the above license of this Section 5.1(b) shall automatically extend, if and only if there has not been Product Acceptance, to include all fully or partially completed JetFax Deliverables including Software, ASICS,, and FPGAs and shall automatically encompass all of the Escrowed

Software and Hardware Designs, Etc. (a) Subject to the terms and conditions of this Agreement and the Supply Agreement, JetFax hereby grants to Xerox, effective only upon and after the date of Product Acceptance, a nonexclusive, perpetual (except if terminated pursuant to Section Section 11.1 herein), worldwide license to the Software, the Hardware Designs, the Mechanical Designs, and any other JetFax confidential information disclosed to Xerox under this Agreement and necessary or useful for the following licensed activities (and JetFax intellectual property corresponding to the above recited items), to manufacture or have manufactured, the Product (including any enhancements and modifications as set forth in Sections 3.3 and 8.1 of the Supply Agreement), the Product as defined in the Supply Agreement (i.e., the "JetFax Product"), and any Derivative Products (as defined in the Supply Agreement), and to use and distribute and sell and service the Product, the JetFax Product and any Derivative Products. Provided however, if the Escrowed Materials are released to Xerox pursuant to Section 2.5 of this Agreement, the above license as it applies to the Product shall automatically extend, if and only if there has not been Product Acceptance, to a enable Xerox replacement product (and variants thereof for to complete the partially completed Product and shall automatically encompass all of the Escrowed Materials. In such event, the royalty set forth in Section 6.2(a) of this Agreement in the sum of [*] $21.00 (reduced, if applicable as set forth in such Section 6.2(a)) shall also apply to such replacement product license. In such event, JetFax shall promptly and fully disclose the fully or partially completed JetFax Deliverables to Xerox, but shall have no further obligations under Sections 2.1, 2.3, 2.5, 4.1, 4.4 and 4.5 of this, Agreement and Section 3.1 of the Supply this Agreement. (b) The Software, Software and the Hardware Designs, and the Mechanical Designs are confidential information of JetFax, JetFax subject to the CDA defined in Section 8.1 of this Agreement and shall be used by Xerox solely in connection with the Product, the JetFax Product, and any Derivative Products (as defined in the Supply Agreement) Product in accordance with the terms of this Agreement and the Supply Agreement or as provided in this Article 5Agreement. Subject to the terms and conditions of this Agreement and the Supply Agreement, JetFax hereby grants to Xerox a nonexclusive, perpetual (except if terminated pursuant to Section 1 1.2(a11.2(a) of this Agreement), worldwide license (with the Xerox right to sublicense Xerox Affiliates) to the Mechanical Designs, the Hardware Designs (excluding the ASICs and the Field Programmable Gate Arrays (FPGAS) themselves and a majority of the designs of each such ASIC or FPGA), and any other confidential information of JetFax disclosed to Xerox under this Agreement (excluding the Software and the above excluded items) and necessary or useful for the following licensed activities (and JetFax intellectual property corresponding to the above recited licensed items) to manufacture or have manufactured any other products (i.e., products other than the Product (but including any products related to the Product if there is no Product Acceptance), the JetFax Product, and Derivative Products (as defined in the Supply Agreement)), and to use and distribute and sell and service such other products. Provided, however, notwithstanding any sublicense made pursuant to the above right to sublicense, Xerox shall remain fully liable for compliance with all of its obligations under this Agreement, including without limitation the payment of all royalties. Provided however, if the Escrowed Materials are released to Xerox pursuant to Section 2.5 of this Agreement, the above license of this Section 5.1(b) shall automatically extend, if and only if there has not been Product Acceptance, to include all fully or partially completed JetFax Deliverables including Software, ASICS,, and FPGAs and shall automatically encompass all of the Escrowedlicensed