Common use of Sublicense Agreements Clause in Contracts

Sublicense Agreements. Any distribution of the Application --------------------- shall be accomplished under a license agreement ("Sublicense Agreement") between the Licensee and the person to whom the distribution is made. Each Sublicense Agreement pertaining to a distribution to a Reseller (including Resellers through multiple tiers of distribution) shall be signed by the Reseller and shall contain terms and conditions at least as protective of Verity's proprietary rights as the terms and conditions of this Agreement, including, without limitation, the applicable provisions of Sections 2.3 (other than the right to reproduce), 7, 8, 9, 10 (disclaimer only), 11.2, 12, 13, 15.4, 15.6 and 15.7. Any Sublicense Agreement pertaining to a distribution to an End User in the United States may be through a shrink-wrap substantially in the form attached as Exhibit E, so long as the End User is required to take an --------- affirmative act of consent to the terms of such shrink-wrap by opening the Application package or clicking a button to initiate installation only after an opportunity to view the applicable terms and conditions. Additionally, each Sublicense Agreement shall explicitly restrict the licensee from accessing and/or utilizing the Verity APIs, development tools or capabilities of the Development Software. Licensee will promptly notify Verity of any violation of a Sublicense Agreement of which it becomes aware, and will take commercially reasonable efforts to enforce each Sublicense Agreement with at least the same degree of diligence used in enforcing similar agreements governing end users of Licensee's own products. Such Sublicense Agreements shall also state that Verity is a third party beneficiary of such agreements with respect to provisions relating to use of the Application, and that such provisions are also enforceable by Verity.

Sublicense Agreements. Any distribution of the Application --------------------- shall be accomplished under a license agreement ("Sublicense Agreement") between the Licensee and the person to whom the distribution is made. Each Sublicense Agreement pertaining to a distribution to a Reseller (including Resellers through multiple tiers of distribution) shall be signed by the Reseller and shall contain terms and conditions at least as protective of Verity's proprietary rights as the terms and conditions of this Agreement, including, without limitation, the applicable provisions of Sections 2.3 (other than the right subject to reproducesection 2.5(a)), 7, 8, 9, 10 (disclaimer only), 11.2, 12, 13, 15.4, 15.6 and 15.7. Any Sublicense Agreement pertaining to a distribution to an End User in the United States may be through a shrink-wrap substantially in the form attached as Exhibit ED, so long as the End User is required to take an --------- affirmative act of consent to the terms of such shrink-wrap by opening the Application package or clicking a button to initiate installation only after an opportunity to view the applicable terms and conditions. Additionally, each Sublicense Agreement shall explicitly restrict the licensee from accessing and/or utilizing the Verity APIs, development tools or capabilities of the Development Software. Licensee will promptly notify Verity of any violation of a Sublicense Agreement of which it becomes aware, and will take commercially reasonable efforts to enforce each Sublicense Agreement with at least the same degree of diligence used in enforcing similar agreements governing end users of Licensee's own products. Such Sublicense Agreements shall also state that Verity is a third party beneficiary of such agreements with respect to provisions relating to use of the Application, and that such provisions are also enforceable by Verity.