Common use of Sublicensing Rights Clause in Contracts

Sublicensing Rights. Guardian grants to Calyx for the term of this Agreement a limited, revocable, non-exclusive, non-transferable license to grant to its Customers a non-exclusive, non-transferable perpetual sublicense to use Guardian technologies software Components in the context of Calyx Offering under the Sublicense Agreement, as follows: (i) to use the Components solely for Customer’s own internal processing operations. Customer may not re-license the Components or use the Components for third-party training, commercial time-sharing, rental or services bureau use without prior written permission from Guardian. (ii) to integrate FlowPoint software components. (iii) Calyx and Guardian Technologies will agree on performance and specification of each new RIS/PACS project or any other needed integration prior to purchase order acceptance. Each new agreed upon specification will be appended to the contract. For purposes of this contract Calyx wishes to provide integration into the Xxxxx-Delft PACS and Guardian wishes to provide such integration of its RIS software. Exhibit E provides the agreed upon integration specification. (iv) and shall not allow or permit its employees, representatives, agents or its sublicenses to sell, assign, lease, sublicense, transfer or disclose to any third party, or allow any third party to use, the software or the documentation, except as specifically permitted pursuant to this agreement or copy or otherwise reproduced the software or any portion thereof except as necessary for the customers use, testing, backup or archival of the software in accordance with the terms and conditions of this agreement. Each copy, whether complete or partial shall bear the same copyright notices and restrictions, if any, as are included in the material delivered to the customer. All copies shall be the sole and exclusive property of Guardian Technologies and shall be subject to the terms and conditions of this agreement. (v) to copy the Components solely for archival or backup purposes; no other copies shall be made without Guardians Technologies prior written consent. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies. (vi) in the event that Guardian Technologies revokes the Calyx distribution license Guardian will not have the option of recalling and removing FlowPoint software licenses from customer’s installations. (vii) Guardian Technologies can upon its determination revoke distribution license for cause; such causes may included but not limited to breach of this contract, inability to meet agreed upon performance goals, misrepresentation of FlowPoint product or brand, inability to adequately provide customer installation or support. (viii) do anything that would discredit, dishonor, reflect adversely or unfavorably upon, or in any manner injure the reputation of the other. (ix) endeavor to promote the licensing and distribution of the Products by providing leads to each other, as applicable. (x) at all times adhere to the highest standards of ethics in conducting its business activities hereunder. (v.) at each party’s sole expense, comply with good business practices; and (xi) at each party’s own expense, comply with the provisions of all federal, state and local laws, regulations, ordinances, requirements and codes that are applicable to or in connection with the performance of its duties and obligations hereunder.

Sublicensing Rights. Guardian grants to Calyx MTS Delft for the term of this Agreement a limited, revocable, non-exclusive, non-transferable license to grant to its Customers a non-exclusive, non-transferable perpetual sublicense to use Guardian technologies software Components in the context of Calyx MTS Delft Offering under the Sublicense Agreement, as follows: (i) to use the Components solely for Customer’s 's own internal processing operations. Customer may not re-license the Components or use the Components for third-party training, commercial time-sharing, rental or services bureau use without prior written permission from Guardian. (ii) to integrate FlowPoint software components. (iii) Calyx MTS Delft and Guardian Technologies will agree on performance and specification of each new RIS/PACS project and Billing system, or any other needed integration prior to purchase order acceptance. Each new agreed upon specification will be appended to the contract. For purposes of this contract Calyx MTS Delft wishes to provide integration into the Xxxxx-MTS Delft PACS and Guardian wishes to provide such integration of its RIS software. Exhibit E provides the agreed upon integration specification. (iv) and shall not allow or permit its employees, representatives, agents or its sublicenses to sell, assign, lease, sublicense, transfer or disclose to any third party, or allow any third party to use, the software or the documentation, except as specifically permitted pursuant to this agreement or copy or otherwise reproduced the software or any portion thereof except as necessary for the customers use, testing, backup or archival of the software in accordance with the terms and conditions of this agreement. Each copy, whether complete or partial shall bear the same copyright notices and restrictions, if any, as are included in the material delivered to the customer. All copies shall be the sole and exclusive property of Guardian Technologies and shall be subject to the terms and conditions of this agreement. (v) to copy the Components solely for archival or backup purposes; no other copies shall be made without Guardians Technologies prior written consent. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies. (vi) in the event that Guardian Technologies revokes the Calyx MTS Delft distribution license Guardian will not have the option of recalling and removing FlowPoint software licenses from customer’s 's installations. (vii) Guardian Technologies can upon its determination revoke distribution license for cause; such causes may included but not limited to breach of this contract, inability to meet agreed upon performance goals, misrepresentation of FlowPoint product or brand, inability to adequately provide customer installation or support. (viii) do anything that would discredit, dishonor, reflect adversely or unfavorably upon, or in any manner injure the reputation of the other. (ix) endeavor to promote the licensing and distribution of the Products by providing leads to each other, as applicable. (x) at all times adhere to the highest standards of ethics in conducting its business business, activities hereunder. (v.) at each party’s 's sole expense, comply with good business practices; and (xi) at At each party’s 's own expense, comply with the provisions of all federal, state and local laws, regulations, ordinances, requirements and codes that are applicable to or in connection with the performance of its duties and obligations hereunder.

Sublicensing Rights. Guardian grants to Calyx Ultimate Medical Services, Inc., for the term of this Agreement a limited, revocable, non-exclusive, non-transferable license to grant to its Customers a non-exclusive, non-transferable perpetual sublicense to use Guardian technologies software Components in the context of Calyx UMS Offering under the Sublicense Agreement, as follows: (i) to use the Components solely for Customer’s 's own internal processing operations. Customer may not re-license the Components or use the Components for third-party training, commercial time-sharing, rental or services bureau use without prior written permission from Guardian. (ii) to integrate FlowPoint software components. (iii) Calyx UMS and Guardian Technologies will agree on performance and specification of each new RIS/PACS project or any other needed and Billing system integration prior to purchase order acceptance. Each new agreed upon specification will be appended to the contract. For purposes of this contract Calyx UMS wishes to provide integration into the Xxxxx-Delft StorComm PACS and Guardian wishes to provide such integration of its RIS softwareintegration. Exhibit E provides the agreed upon integration specification. (iv) and shall not allow or permit its employees, representatives, agents or its sublicenses to sell, assign, lease, sublicense, transfer or disclose to any third party, or allow any third party to use, the software or the documentation, except as specifically permitted pursuant to this agreement or copy or otherwise reproduced the software or any portion thereof except as necessary for the customers use, testing, backup or archival of the software in accordance with the terms and conditions of this agreement. Each copy, whether complete or partial shall bear the same copyright notices and restrictions, if any, as are included in the material delivered to the customer. All copies shall be the sole and exclusive property of Guardian Technologies and shall be subject to the terms and conditions of this agreement. (v) to copy the Components solely for archival or backup purposes; no other copies shall be made without Guardians Technologies prior written consent. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies. (vi) in the event that Guardian Technologies revokes the Calyx Ultimate Medical Services, Inc. distribution license Guardian will not have the option of recalling and removing FlowPoint software licenses from customer’s 's installations. (vii) Guardian Technologies can upon its determination revoke distribution license for cause; such causes may included but not limited to breach of this contract, inability to meet agreed upon performance goals, misrepresentation of FlowPoint product or brand, inability to adequately provide customer installation or support. (viii) do anything that would discredit, dishonor, reflect adversely or unfavorably upon, or in any manner injure the reputation of the other. (ix) endeavor to promote the licensing and distribution of the Products by providing leads to each other, as applicable. (x) at all times adhere to the highest standards of ethics in conducting its business activities hereunder. (v.) at each party’s parry's sole expense, comply with good business practices; and (xi) at At each party’s 's own expense, comply with the provisions of all federal, state and local laws, regulations, ordinances, requirements and codes that are applicable to or in connection with the performance of its duties and obligations hereunder.

Sublicensing Rights. Guardian Technologies grants to Calyx Electronica y Medicina, S.A. for the term of this Agreement a limited, revocable, non-exclusive, non-transferable license to grant to its Customers a non-exclusive, non-transferable perpetual sublicense to use Guardian technologies Technologies software Components in the context of Calyx Electronica y Medicina, S.A. Offering under the Sublicense Agreement, as follows: (i) to use the Components solely for Customer’s 's own internal processing operations. Customer may not re-license the Components or use the Components for third-party training, commercial time-sharing, rental or services bureau use without prior written permission from Guardian.use; (ii) to integrate FlowPoint software components. (iii) Calyx Electronica y Medicina, S.A. and Guardian Technologies will agree on performance and specification of each new RIS/PACS project or any other needed and Billing system integration prior to purchase order acceptance. Each new agreed upon specification will be appended to the contract. For purposes of this contract Calyx Electronica y Medicina, S.A. wishes to provide integration into the Xxxxx-Delft StorComm PACS and Guardian Technologies wishes to provide such integration of its RIS softwareintegration. Exhibit E provides the agreed upon integration specification. (iv) and shall not allow or permit its employees, representatives, agents or its sublicenses to sell, assign, lease, sublicense, transfer or disclose to any third party, or allow any third party to use, the software or the documentation, except as specifically permitted pursuant to this agreement or copy or otherwise reproduced the software or any portion thereof except as necessary for the customers use, testing, backup or archival of the software in accordance with the terms and conditions of this agreement. Each copy, whether complete or partial shall bear the same copyright notices and restrictions, if any, as are included in the material delivered to the customer. All copies shall be the sole and exclusive property of Guardian Technologies and shall be subject to the terms and conditions of this agreement. (v) to copy the Components solely for archival or backup purposes; no other copies shall be made without Guardians Technologies prior written consent. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies. (vi) in the event that Guardian Technologies revokes the Calyx Electronica y Medicina, S.A. distribution license Guardian Technologies will not have the option of recalling and removing FlowPoint software licenses from customer’s 's installations. (vii) Guardian Technologies can upon its determination revoke distribution license for cause; such causes may included but not limited to breach of this contract, inability to meet agreed upon performance goals, misrepresentation of FlowPoint product or brand, inability to adequately provide customer installation or support. (viii) do anything that would discredit, dishonor, reflect adversely or unfavorably upon, or in any manner injure the reputation of the other. (ix) endeavor to promote the licensing and distribution of the Products by providing leads to each other, as applicable. (x) at all times adhere to the highest standards of ethics in conducting its business activities hereunder. (v.) at each party’s sole expense, comply with good business practices; and (xi) at each party’s own expense, comply with the provisions of all federal, state and local laws, regulations, ordinances, requirements and codes that are applicable to or in connection with the performance of its duties and obligations hereunder.