Common use of Software Licensed by Supplier Clause in Contracts

Software Licensed by Supplier. Supplier grants to the Commonwealth and all Authorized Users a fully paid, perpetual, worldwide, nonexclusive, transferable, irrevocable object code license to use, copy, modify, transmit, and distribute the Software and Documentation, including any subsequent revisions, in accordance with the terms and conditions set forth herein and subject only to the limitations, restrictions, or both explicitly set forth in this Contract. It is expressly understood that “perpetual” license rights commence upon delivery of the Software to the Authorized User and exist in perpetuity unless otherwise terminated in accordance with the applicable provisions of this Contract. The Software is the property of Supplier, and no title or ownership of the Software or any of its parts, including Documentation, is or will be transferred to the Commonwealth or any Authorized User by this license grant. All Authorized Users will have the right to use, copy, modify, transmit, and distribute the Software for their benefit, for government use and purposes, and for the benefit of their agents, including internal and third-party information processing. Except as expressly authorized, an Authorized User may not distribute the Software to any third party without Supplier’s prior written consent. Any Authorized User may allow access to the Software by third party vendors who are under contract with the Authorized User to provide services to or on behalf of the Authorized User, or by other entities as required for conducting the business of government. Access includes loading or executing the Software on behalf of the Authorized Users or its agents. The license fee includes a test system copy, which consists of the right to use the Software for non- production test purposes, including but not limited to, problem/defect identification, remediation, resolution, debugging, new version evaluation, Software interface testing, and disaster recovery technique analysis and implementation. Supplier shall provide replacement copies of the Software and Documentation in the event that all of an Authorized User’s copies of the Software, including all backup copies, are destroyed, irreparably damaged, or otherwise lost due to disaster or other event beyond Authorized User’s reasonable control, Supplier shall provide to such Authorized User replacement copies of the Software and Documentation. These replacement copies will be provided to Authorized User at no additional cost. Nothing contained in this section will obligate Supplier to replace or assist in the recovery of data lost concurrent with the loss of the Software. An Authorized User may make a reasonable number of copies of the Software and Documentation for use in training, support, demonstrations, backup, archiving, disaster recovery, and development, and may run the Software concurrently at a back-up site, for no additional license fees or costs. Any copies of the Software or Documentation that an Authorized User makes under this Contract must bear all copyright, trademark, and other proprietary notices included by Supplier. An Authorized User may add its own copyright or other proprietary notice of the Commonwealth to any copy of the Software or Documentation that is modified by the Authorized User and to which the Commonwealth or such Authorized User has ownership rights pursuant to this Contract. Except as expressly authorized, an Authorized User may not distribute the Software to any third party without Supplier’s prior written consent. Except as provided or allowed by law, no Party shall reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any Software or other intellectual property of any other Party.

Software Licensed by Supplier. i. Supplier grants to the Commonwealth and all Authorized Users VDSS a fully paid, perpetual, worldwide, nonexclusive, transferable, irrevocable object code license to use, copy, modify, transmit, and distribute the Software and Documentation, including any subsequent revisions, in accordance with the terms and conditions set forth herein and subject only to the limitations, restrictions, or both explicitly set forth in this Contract. It is expressly understood that “perpetual” license rights commence upon delivery of the Software to the Authorized User and exist in perpetuity unless otherwise terminated in accordance with the applicable provisions of this Contract. The Software is the property of Supplier, and no title or ownership of the Software or any of its parts, including Documentation, is or will be transferred to the Commonwealth or any Authorized User VDSS by this license grant. All Authorized Users will The Commonwealth shall have the right to use, copy, modify, transmit, and distribute the Software for their benefit, for government use and purposes, and for the benefit of their agents, including internal and third-party information processing. Except as expressly authorized, an Authorized User VDSS may not distribute the Software to any third party without Supplier’s prior written consent. Any Authorized User The Commonwealth may allow access to the Software by third party vendors who are under contract with the Authorized User VDSS to provide services to or on behalf of the Authorized UserVDSS, or by other entities as required for conducting the business of government. Access includes loading or executing the Software on behalf of the Authorized Users or its agentsVDSS. The license fee includes a test system copy, which consists of the right to use the Software for non- non-production test purposes, including but not limited to, problem/defect identification, remediation, resolution, debugging, new version evaluation, Software interface testing, and disaster recovery technique analysis and implementation. Supplier shall provide replacement copies of the Software and Documentation in the event that all of an Authorized User’s VDSS copies of the Software, including all backup copies, are destroyed, irreparably damaged, or otherwise lost due to disaster or other event beyond Authorized UserVDSS’s reasonable control, Supplier shall provide to such Authorized User VDSS, at no additional cost, replacement copies of the Software and Documentation. These replacement copies will be provided to Authorized User VDSS at no additional cost. Nothing contained in this section will shall obligate Supplier to replace or assist in the recovery of data lost concurrent with the loss of the Software. An Authorized User VDSS may make a reasonable number of copies of the Software and Documentation for use in training, support, demonstrations, backup, archiving, disaster recovery, and development, and may run the Software concurrently at a back-up site, for no additional license fees or costs. Any VDSS agrees that any copies of the Software or Documentation that an Authorized User it makes under this Contract must shall bear all copyright, trademark, and other proprietary notices included by Supplier. An Authorized User VDSS may add its own copyright or other proprietary notice, or copyright or other proprietary notice of the Commonwealth Commonwealth, to any copy of the Software or Documentation that is modified by the Authorized User and Documentation, which contains modifications to which the Commonwealth or such Authorized User of VDSS has ownership rights pursuant to this Contract. Except as expressly authorized, an Authorized User may VDSS shall not distribute the Software to any third party without Supplier’s prior written consent. Except as provided or allowed by law, no Party shall reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any Software or other intellectual property of any other Party.Party.[[END Option 1]] [[BEGIN Option 2-Software licensed by Software Publisher (indirect)]] ii. Software Licensed by Software Publisher Any Software provided by Supplier as part of its Solution that is licensed directly from the Software Publisher through an End User Licensing Agreement (“XXXX”) is subject to the License Agreement Addendum (“LAA”) attached to this Contract as Exhibit F. Supplier shall have sole responsibility for ensuring that any such Software Publisher executes the LAA. The Software Publisher's XXXX, along with the LAA executed by Software Publisher will be added to Exhibit F for reference, but will not become a part of this Contract. [[END Option 2]] License Type All licenses granted, regardless of the type, include all uses set forth above. License type may vary by Software product and shall be set forth in this Contract. Note: The license types defined herein are examples and are not intended to limit the type of license offered by Supplier or requested by VDSS. [option C1 - Designated CPU License] The license(s) granted under this Section authorizes use of the Software only on the number of CPU(s) identified by VDSS. VDSS may transfer the Software to a different machine to the extent that the license price for such new CPU(s) is equivalent to the CPU(s) initially licensed. If the licensed CPU is inoperative because of (i) malfunction, (ii) performance of maintenance, or (iii) modification to the licensed CPU, or (iv) because the Software is being transferred to another CPU, VDSS may use the Software on a replacement CPU as long as required by the mentioned conditions. [[END Option 1]] [option C2 - Concurrent User License]

Software Licensed by Supplier. Supplier grants to the Commonwealth and all Authorized Users a fully paid, perpetual, worldwide, nonexclusive, transferable, irrevocable object code license to use, copy, modify, transmit, transmit and distribute the Software and Documentation, Documentation including any subsequent revisions, in accordance with the terms and conditions set forth herein and subject only to the limitations, restrictions, or both explicitly set forth in this Contract. It is expressly understood that “perpetual” license rights commence upon delivery of the Software to the Authorized User and exist in perpetuity unless otherwise terminated in accordance with the applicable provisions of this Contract. The Software is the property of Supplier, and no title or ownership of the Software or any of its parts, including Documentation, is or will be transferred to the Commonwealth or any Authorized User by this license grant. All Authorized Users User will have the right to use, copy, modify, transmit, transmit and distribute the Software for their benefit, for government use and purposes, and for the benefit of their agentsAgents, including internal and third-party information processing. Except as expressly authorized, an Authorized User may not distribute the Software to any third party without Supplier’s prior written consent. Any Authorized User may allow access to the Software by third party vendors who are under contract with the Authorized User to provide services to or on behalf of the Authorized User, or by other entities as required for conducting the business of government. Access includes loading or executing the Software on behalf of the such Authorized Users or its agentstheir Agents. The license fee includes a test system copy, which consists of the right to use the Software for non- non-production test purposes, including but not limited to, problem/defect identification, remediation, resolution, debugging, new version evaluation, Software interface testing, and disaster recovery technique analysis and implementation. Supplier shall provide replacement copies of the Software and Documentation in the event that all of an Authorized User’s copies of the Software, including all backup copies, are destroyed, irreparably damaged, damaged or otherwise lost due to disaster or other event beyond the Authorized User’s reasonable control, . Supplier shall provide to such Authorized User the replacement copies of the Software and Documentation. These replacement copies will be provided to Authorized User Documentation at no additional costcost to the Authorized User. Nothing contained in this section will obligate Supplier to replace or assist in the recovery of data lost concurrent with the loss of the Software. An Authorized User may make a reasonable number of copies of the Software and Documentation for use in training, support, demonstrations, backup, archiving, disaster recovery, and development, and may run the Software concurrently at a back-up site, for no additional license fees or costs. Any copies of the Software or Documentation that an Authorized User makes under this Contract must bear all copyright, trademark, and other proprietary notices included by Supplier. An Authorized User may add its own copyright or other proprietary notice, or copyright or other proprietary notice of the Commonwealth Commonwealth, to any copy of the Software or Documentation that is modified by the Authorized User and to which the Commonwealth or such the Authorized User has ownership rights pursuant to this Contract. Except as expressly authorized, an Authorized User may not distribute the Software to any third party without Supplier’s prior written consent. Except as provided or allowed by law, no Party shall reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any Software or other intellectual property of any other Party.

Software Licensed by Supplier. Supplier grants to the Commonwealth and all Authorized Users a fully paid, perpetual, worldwide, nonexclusive, transferable, irrevocable object code license to use, copy, modify, transmit, and distribute the Software and Documentation, including any subsequent revisions, in accordance with the terms and conditions set forth herein and subject only to the limitations, restrictions, or both explicitly set forth in this Contract. It is expressly understood that “perpetual” license rights commence upon delivery of the Software to the Authorized User and exist in perpetuity unless otherwise terminated in accordance with the applicable provisions of this Contract. The Software is the property of Supplier, and no title or ownership of the Software or any of its parts, including Documentation, is or will be transferred to the Commonwealth or any Authorized User by this license grant. All Authorized Users will have the right to use, copy, modify, transmit, and distribute the Software for their benefit, for government use and purposes, and for the benefit of their agents, including internal and third-party information processing. Except as expressly authorized, an Authorized User may not distribute the Software to any third party without Supplier’s prior written consent. Any Authorized User may allow access to the Software by third party vendors who are under contract with the Authorized User to provide services to or on behalf of the Authorized User, or by other entities as required for conducting the business of government. Access includes loading or executing the Software on behalf of the Authorized Users or its agents. The license fee includes a test system copy, which consists of the right to use the Software for non- non-production test purposes, including but not limited to, problem/defect identification, remediation, resolution, debugging, new version evaluation, Software interface testing, and disaster recovery technique analysis and implementation. Supplier shall provide replacement copies of the Software and Documentation in the event that all of an Authorized User’s copies of the Software, including all backup copies, are destroyed, irreparably damaged, or otherwise lost due to disaster or other event beyond Authorized User’s reasonable control, Supplier shall provide to such Authorized User replacement copies of the Software and Documentation. These replacement copies will be provided to Authorized User at no additional cost. Nothing contained in this section will obligate Supplier to replace or assist in the recovery of data lost concurrent with the loss of the Software. An Authorized User may make a reasonable number of copies of the Software and Documentation for use in training, support, demonstrations, backup, archiving, disaster recovery, and development, and may run the Software concurrently at a back-up site, for no additional license fees or costs. Any copies of the Software or Documentation that an Authorized User makes under this Contract must bear all copyright, trademark, and other proprietary notices included by Supplier. An Authorized User may add its own copyright or other proprietary notice of the Commonwealth to any copy of the Software or Documentation that is modified by the Authorized User and to which the Commonwealth or such Authorized User has ownership rights pursuant to this Contract. Except as expressly authorized, an Authorized User may not distribute the Software to any third party without Supplier’s prior written consent. Except as provided or allowed by law, no Party shall reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any Software or other intellectual property of any other Party.

Software Licensed by Supplier. Supplier grants to the Commonwealth and all Authorized Users a fully paid, perpetual, worldwide, nonexclusive, transferable, irrevocable object code license to use, copy, modify, transmit, and distribute the Software and Documentation, including any subsequent revisions, in accordance with the terms and conditions set forth herein and subject only to the limitations, restrictions, or both explicitly set forth in this Contract. It is expressly understood that “perpetual” license rights commence upon delivery of the Software to the Authorized User and exist in perpetuity unless otherwise terminated in accordance with the applicable provisions of this Contract. The Software is the property of Supplier, and no title or ownership of the Software or any of its parts, including Documentation, is or will be transferred to the Commonwealth or any Authorized User by this license grant. All Authorized Users will have the right to use, copy, modify, transmit, and distribute the Software for their benefit, for government use and purposes, and for the benefit of their agents, including internal and third-third- party information processing. Except as expressly authorized, an Authorized User may not distribute the Software to any third party without Supplier’s prior written consent. Any Authorized User may allow access to the Software by third party vendors who are under contract with the Authorized User to provide services to or on behalf of the Authorized User, or by other entities as required for conducting the business of government. Access includes loading or executing the Software on behalf of the Authorized Users or its agents. The license fee includes a test system copy, which consists of the right to use the Software for non- production test purposes, including but not limited to, problem/defect identification, remediation, resolution, debugging, new version evaluation, Software interface testing, and disaster recovery technique analysis and implementation. Supplier shall provide replacement copies of the Software and Documentation in the event that all of an Authorized User’s copies of the Software, including all backup copies, are destroyed, irreparably damaged, or otherwise lost due to disaster or other event beyond Authorized User’s reasonable control, Supplier shall provide to such Authorized User replacement copies of the Software and Documentation. These replacement copies will be provided to Authorized User at no additional cost. Nothing contained in this section will obligate Supplier to replace or assist in the recovery of data lost concurrent with the loss of the Software. An Authorized User may make a reasonable number of copies of the Software and Documentation for use in training, support, demonstrations, backup, archiving, disaster recovery, and development, and may run the Software concurrently at a back-up site, for no additional license fees or costs. Any copies of the Software or Documentation that an Authorized User makes under this Contract must bear all copyright, trademark, and other proprietary notices included by Supplier. An Authorized User may add its own copyright or other proprietary notice of the Commonwealth to any copy of the Software or Documentation that is modified by the Authorized User and to which the Commonwealth or such Authorized User has ownership rights pursuant to this Contract. Except as expressly authorized, an Authorized User may not distribute the Software to any third party without Supplier’s prior written consent. Except as provided or allowed by law, no Party shall reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any Software or other intellectual property of any other Party.