Supplier Materials and Software Modifications Sample Clauses

Supplier Materials and Software Modifications. 7.3.1 Works may incorporate technology or content previously developed by Supplier, or which Supplier has developed (i) without the use of any WellPoint intellectual property, and (ii) for services unrelated to the services set forth in any Statement of Work (collectively, the “Supplier Materials”). Supplier hereby grants to WellPoint a perpetual, irrevocable, royalty-free, fully paid-up, transferable, sublicensable, non-exclusive, worldwide license to use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of, modify, make, sell, offer to sell, import and otherwise use and exploit all or any portion of the Supplier Materials to the extent necessary to allow WellPoint the right to fully enjoy and exploit the Services and/or Products in a manner consistent with their intended use provided such Works are fully paid for by WellPoint in accordance with the Agreement governing such Services and/or Products. For clarity, it is understood that Supplier shall own all modifications, improvement or enhancements made by Supplier to the Supplier Materials. 7.3.2 Modifications, enhancements and derivatives works of the Software or any other of Chordiant’s pre-existing intellectual property rights, including certain software objects applicable to the business of WellPoint, are referred to herein as “Customizations.” Additions, bolt-ons or other software that interacts or interfaces with the Software are referred to herein as “Additions.” All right, title and interest to any Customizations or Additions provided by Supplier to WellPoint, either directly or indirectly, shall be owned by Supplier. Supplier hereby grants WellPoint a license to such Customizations and Additions on the same terms and conditions as those set forth in this Agreement pertaining to the originally licensed Software, and such Customizations and Additions shall be considered licensed Software under this Agreement.
Sample 1
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