Common use of Software and Software Licenses Clause in Contracts

Software and Software Licenses. (a) If and to the extent requested by Outdoor Americas, CBS shall use commercially reasonable efforts to assist Outdoor Americas in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for CBS to provide, and Outdoor Americas to receive, CBS Services; provided, however, that CBS shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Outdoor Americas to obtain any such license or rights (except and to the extent that Outdoor Americas advances such fees or payments to CBS); provided, further, that CBS shall not be required to seek broader rights or more favorable terms for Outdoor Americas than those applicable to CBS or Outdoor Americas, as the case may be, prior to the date of this Agreement or as may be applicable to CBS from time to time hereafter; and, provided, further, that Outdoor Americas shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that CBS’s efforts will be successful or that Outdoor Americas will be able to obtain such licenses or rights on acceptable terms or at all, and, where CBS enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Outdoor Americas is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow CBS to provide, and Outdoor Americas to receive, such CBS Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (b) If and to the extent requested by CBS, Outdoor Americas shall use commercially reasonable efforts to assist CBS in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Outdoor Americas to provide, and CBS to receive, Outdoor Americas Services; provided, however, that Outdoor Americas shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable CBS to obtain any such license or rights (except and to the extent that CBS advances such fees or payments to Outdoor Americas); provided, further, that Outdoor Americas shall not be required to seek broader rights or more favorable terms for CBS than those applicable to Outdoor Americas or CBS, as the case may be, prior to the date of this Agreement or as may be applicable to Outdoor Americas from time to time hereafter; and, provided, further, that CBS shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Outdoor Americas’ efforts will be successful or that CBS will be able to obtain such licenses or rights on acceptable terms or at all, and, where Outdoor Americas enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that CBS is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Outdoor Americas to provide, and CBS to receive, such Outdoor Americas Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (c) In the event that there are any costs associated with obtaining software licenses in accordance with Section 3.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne by the Recipient.

Software and Software Licenses. (a) If and to the extent requested by Outdoor Americas, CBS shall use commercially reasonable efforts to assist Outdoor Americas in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for CBS to provide, and Outdoor Americas to receive, CBS Services; provided, however, that CBS shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Outdoor Americas to obtain any such license or rights (except and to the extent that Outdoor Americas advances such fees or payments to CBS); provided, further, that CBS shall not be required to seek broader rights or more favorable terms for Outdoor Americas than those applicable to CBS or Outdoor Americas, as the case may be, prior to the date of this the Initial Agreement or as may be applicable to CBS from time to time hereafter; and, provided, further, that Outdoor Americas shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that CBS’s efforts will be successful or that Outdoor Americas will be able to obtain such licenses or rights on acceptable terms or at all, and, where CBS enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Outdoor Americas is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow CBS to provide, and Outdoor Americas to receive, such CBS Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (b) If and to the extent requested by CBS, Outdoor Americas shall use commercially reasonable efforts to assist CBS in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Outdoor Americas to provide, and CBS to receive, Outdoor Americas Services; provided, however, that Outdoor Americas shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable CBS to obtain any such license or rights (except and to the extent that CBS advances such fees or payments to Outdoor Americas); provided, further, that Outdoor Americas shall not be required to seek broader rights or more favorable terms for CBS than those applicable to Outdoor Americas or CBS, as the case may be, prior to the date of this the Initial Agreement or as may be applicable to Outdoor Americas from time to time hereafter; and, provided, further, that CBS shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Outdoor Americas’ efforts will be successful or that CBS will be able to obtain such licenses or rights on acceptable terms or at all, and, where Outdoor Americas enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that CBS is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Outdoor Americas to provide, and CBS to receive, such Outdoor Americas Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (c) In the event that there are any costs associated with obtaining software licenses in accordance with Section 3.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne by the Recipient.

Software and Software Licenses. (a) If and to the extent requested by Outdoor AmericasMallinckrodt, CBS Covidien shall use commercially reasonable efforts to assist Outdoor Americas Mallinckrodt in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary neces- sary and applicable, certain computer software necessary for CBS Covidien to provide, and Outdoor Americas Mallinck- rodt to receive, CBS Covidien Services; provided, however, that CBS Covidien shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Outdoor Americas Mallinckrodt to obtain any such license or rights (except and to the extent that Outdoor Americas Mallinckrodt advances such fees or payments pay- ments to CBSCovidien); provided, further, that CBS Covidien shall not be required to seek broader rights or more favorable terms for Outdoor Americas Mallinckrodt than those applicable to CBS Covidien or Outdoor AmericasMallinckrodt, as the case may be, prior to the date of this Agreement or as may be applicable to CBS Covidien from time to time hereafter; and, provided, further, that Outdoor Americas Mallinckrodt shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that CBSCovidien’s efforts will be successful or that Outdoor Americas Mallinckrodt will be able to obtain such licenses or rights on acceptable terms or at all, all and, where CBS Covidien enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assign- ments or operation of a service bureau on behalf of unaffiliated entities. In the event that Mallinckrodt is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Covidien to provide, and Mallinckrodt to receive, such Covidien Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (b) If and to the extent requested by Covidien, Mallinckrodt shall use commercially reasonable efforts to assist Covidien in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Mallinckrodt to provide, and Covidien to receive, Mallinckrodt Services; provided, however, that Mallinckrodt shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Covidien to obtain any such license or rights (except and to the extent that Covidien advances such fees or payments to Mallinckrodt); provided, further, that Mallinckrodt shall not be required to seek broader rights or more favorable terms for Covidien than those ap- plicable to Covidien or Mallinckrodt, as the case may be, prior to the date of this Agreement or as may be applicable to Mallinckrodt from time to time hereafter; and, provided, further, that Covidien shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Mallinckrodt’s efforts will be successful or that Covidien will be able to obtain such licenses or rights on acceptable terms or at all and, where Mallinckrodt enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Outdoor Americas Covidien is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software soft- xxxx license to allow CBS Mallinckrodt to provide, and Outdoor Americas Covidien to receive, such CBS ServicesMallinckrodt Ser- vices, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement. (b) If and , which amended Schedule shall not require Covidien to pay for any fees, expenses or costs relating to the extent requested by CBS, Outdoor Americas shall use commercially reasonable efforts to assist CBS in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Outdoor Americas to provide, and CBS to receive, Outdoor Americas Services; provided, however, license that Outdoor Americas shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable CBS to obtain any such license or rights (except and to the extent that CBS advances such fees or payments to Outdoor Americas); provided, further, that Outdoor Americas shall not be required to seek broader rights or more favorable terms for CBS than those applicable to Outdoor Americas or CBS, as the case may be, prior to the date of this Agreement or as may be applicable to Outdoor Americas from time to time hereafter; and, provided, further, that CBS shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Outdoor Americas’ efforts will be successful or that CBS will be able to obtain such licenses or rights on acceptable terms or at all, and, where Outdoor Americas enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that CBS is Covidien was unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Outdoor Americas to provide, and CBS to receive, such Outdoor Americas Services, and the Parties shall negotiate in good faith an amendment pursuant to the applicable Schedule to reflect any such new arrangementprovisions of this Section 4.01(b). (c) In the event that there are any costs associated with obtaining software licenses in accordance with Section 3.01 4.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider Pro- vider, and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne by the Recipient.

Software and Software Licenses. (a) If and to the extent requested by Outdoor AmericasnVent, CBS Pentair shall use commercially reasonable efforts to assist Outdoor Americas nVent in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for CBS Pentair to provide, and Outdoor Americas nVent to receive, CBS Pentair Services; provided, however, that CBS Pentair shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Outdoor Americas nVent to obtain any such license licenses or rights (except and to the extent that Outdoor Americas nVent advances such fees or payments to CBSPentair); provided, further, that CBS Pentair shall not be required to seek broader rights or more favorable terms for Outdoor Americas nVent than those applicable to CBS Pentair or Outdoor AmericasnVent, as the case may be, prior to the date of this Agreement Distribution Date or as may be applicable to CBS Pentair from time to time hereafter; and, provided, further, that Outdoor Americas nVent shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that CBSPentair’s efforts will be successful or that Outdoor Americas nVent will be able to obtain such licenses or rights on acceptable terms or at all, all and, where CBS Pentair enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Outdoor Americas nVent is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow CBS Pentair to provide, and Outdoor Americas nVent to receive, such CBS Pentair Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require nVent to pay for any fees, expenses or costs relating to the software license that nVent was unable to obtain pursuant to the provisions of this Section 4.01(a). (b) If and to the extent requested by CBSPentair, Outdoor Americas nVent shall use commercially reasonable efforts to assist CBS Pentair in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Outdoor Americas nVent to provide, and CBS Pentair to receive, Outdoor Americas the nVent Services; provided, however, that Outdoor Americas nVent shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable CBS Pentair to obtain any such license licenses or rights (except and to the extent that CBS Pentair advances such fees or payments to Outdoor AmericasnVent); provided, further, that Outdoor Americas nVent shall not be required to seek broader rights or more favorable terms for CBS Pentair than those applicable to Outdoor Americas Pentair or CBSnVent, as the case may be, prior to the date of this Agreement Distribution Date or as may be applicable to Outdoor Americas nVent from time to time hereafter; and, provided, further, that CBS Pentair shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Outdoor Americas’ nVent’s efforts will be successful or that CBS Pentair will be able to obtain such licenses or rights on acceptable terms or at all, all and, where Outdoor Americas nVent enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that CBS Pentair is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Outdoor Americas nVent to provide, and CBS Pentair to receive, such Outdoor Americas nVent Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement, which amended Schedule shall not require Pentair to pay for any fees, expenses or costs relating to the software license that Pentair was unable to obtain pursuant to the provisions of this Section 4.01(b). (c) In the event that there are any costs associated with obtaining software licenses in accordance with Section 3.01 4.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider Provider, and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne by the Recipient.