Common use of Source Code Protection Clause in Contracts

Source Code Protection. Subject to the term of Section 2 above, Licensee shall not under any circumstances copy, duplicate or otherwise reproduce the Source Materials in any manner except as provided in this Section 9.3. Source Materials shall not be permitted outside the Authorized Location. Licensee agrees to limit access to the Source Materials strictly to those persons who require access in order to carry out the permitted uses of such Source Materials hereunder. Each copy of the Source Materials shall be marked as the confidential and proprietary property of Licensor to which access is restricted, and shall be kept and used solely at the Licensee's secure development facilities ("Development Facility") under password protection. Licensee shall ensure that the Source Materials cannot be accessed in any insecure manner from any network, computer or similar device outside of the Development Facility. Licensee agrees to limit access to the Source Materials twenty four (24) hours a day strictly to those employees and independent contractors to whom access is reasonably necessary in order to carry out the permitted uses of the Source Materials hereunder. Licensee shall inform such employees and contractors of Licensee's obligation to maintain the confidentiality of the Source Materials and other confidential information. Licensee will use its best efforts to ensure that all such employees abide by the terms of such obligations. Licensee shall keep records of all persons who have access to the Source Materials. At Licensor's reasonable request and upon reasonable notice, Licensee agrees to provide such records to Licensor for review within a reasonable time period. In no event shall the Source Materials be used in any way, either directly or indirectly, for the development of other products or for any other purpose other than the development of Licensee Products.