Common use of Supplier Owned Materials Clause in Contracts

Supplier Owned Materials. Subject to the final paragraph of this Section 14.6(b) or as otherwise provided in a Supplement or agreed in advance by CoreLogic in accordance with Section 6.5(c), with respect to Supplier Owned Materials *** (and any modifications, enhancements, Upgrades, methodologies, tools, documentation, materials and media related thereto), unless CoreLogic otherwise agrees prior to ***: (i) Except with respect to Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***, for a period of *** (***) *** following completion of the Disengagement Services associated with the Affected Services (the “Post-Term IP License Period”) (for clarity, periods prior to which, Supplier’s license to Supplier Owned Materials is as set forth in Section 14.3(b)), Supplier hereby grants to the Eligible Recipients (and, at CoreLogic’s election, to *** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials) a *** to *** such Materials, in each case *** of the *** for their business purposes (without separately commercially exploiting such Supplier Owned Materials); provided that for generally commercially available products, such license shall be as set forth in Supplier’s then-current standard terms and conditions offered generally by Supplier to other commercial customers (including the standard license fee); and provided further that such license shall not be available to CoreLogic (or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services); (ii) Except with respect to Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***, Supplier shall deliver to CoreLogic (A) a copy of such Materials and related documentation, (B) the *** the object code for such Materials that are not generally commercially available products, and (C) the *** and object code *** that are generally commercially available products if Supplier does not offer or provide *** and other *** for such Materials as provided in Section ***; and (iii) Supplier shall offer to provide to the Eligible Recipients (and, at CoreLogic’s election, to *** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials) *** and other *** for *** products on Supplier’s then-current standard terms and conditions for such services. (iv) Notwithstanding the license granted above in Section 14.6(b)(i) for Supplier Owned Materials during the Post-Term IP License Period, in lieu of (and as an alternative to) the license grant set forth in Section 14.6(b)(i), Supplier may, in its reasonable discretion, elect to provide to the Eligible Recipients (and, at CoreLogic’s election, to *** and that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials) such Supplier Owned Materials as part of a service during the Post-Term IP License Period upon Supplier’s then-current standard terms and conditions for such service (including the standard service fee); provided that such service shall not be available to CoreLogic (or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services). Unless CoreLogic otherwise agrees prior to Supplier’s first use of such Materials in the performance of the Services, the Eligible Recipients (and, at CoreLogic’s election, ***) shall *** in connection with its receipt of the licenses, services and other rights above (other than *** for *** as set forth in Supplier’s then-current standard terms and conditions). Supplier shall not *** any such Materials for which it is unable to offer *** without CoreLogic’s prior written approval (and absent such approval, Supplier’s use of any such Materials shall obligate Supplier to provide, ***, such license and other rights to CoreLogic, CoreLogic Affiliates, the Eligible Recipients and designated ***).

Supplier Owned Materials. Subject to the final paragraph of this Section 14.6(b) or as otherwise provided in a Supplement or agreed in advance by CoreLogic in accordance with Section 6.5(c), with With respect to Materials owned by Supplier, Supplier Owned Materials *** Affiliates or (subject to Section 6.4(c)) Subcontractors and used by them to provide the Services (and any modifications, enhancementssubstitutions, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto), unless CoreLogic ): THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (i) Unless Hercules otherwise agrees prior to ***: (i) Except with respect to Supplier’s first use of such Supplier Owned Materials provided to Material in the Eligible Recipients *** pursuant to Section ***, for a period of *** (***) *** following completion performance of the Disengagement Services associated with the Affected Services (the “Post-Term IP License Period”) (for clarity, periods prior to which, Supplier’s license to Supplier Owned Materials is as set forth in Section 14.3(b))Services, Supplier hereby grants to Hercules and the Eligible Recipients (andor, at CoreLogic’s Hercules' election, to *** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materialstheir designee(s)) a *** worldwide, perpetual, non-exclusive, non-transferable, irrevocable, fully paid-up license to *** such Materialsuse, in execute, reproduce, display, perform, modify, enhance, distribute and create Derivative Works and to permit a third party to use, execute, reproduce, display, perform, modify, enhance, distribute and create Derivative Works of each case *** of the *** for their business purposes (without separately commercially exploiting such Supplier Owned Materials); provided that Material for generally commercially available productsthe benefit of Hercules, such license shall be as set forth in Supplier’s then-current standard terms Hercules Affiliates and conditions offered generally by Supplier to other commercial customers (including the standard license fee); and provided further that such license shall not be available to CoreLogic (Eligible Recipients upon the expiration or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services)the Term; (ii) Except with respect to Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***, Supplier shall deliver to CoreLogic Hercules and the Eligible Recipients (or, at Hercules' election, to their designee(s)) (A) a copy of such Supplier Owned Materials and related documentation, (B) the *** source code and object code for such Supplier Owned Materials to the extent such code is reasonably necessary to permit them to use such Supplier Owned Materials, (C) the source code and the object code for such Supplier Owned Materials that are not generally commercially available commercial off-the-shelf products, and (CD) the *** source code and object code *** for Supplier Owned Materials that are generally commercially available commercial off-the-shelf products if Supplier does not offer or provide *** upgrades, maintenance, support and other *** services for such Materials as provided in Section ***14.6(b)(iii); and (iii) Supplier shall offer to provide to Hercules and the Eligible Recipients (andor, at CoreLogic’s Hercules' election, to *** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materialstheir designee(s)) *** Upgrades, maintenance, support and other *** services for *** products commercial off-the-shelf Materials on Supplier’s then-current standard terms and conditions for such services. (iv) Notwithstanding the license granted above in Section 14.6(b)(i) for Supplier Owned Materials during the Post-Term IP License Period, in lieu of (and as an alternative to) the license grant set forth in Section 14.6(b)(i), Supplier may, in its reasonable discretion, elect to provide to the Eligible Recipients (and, at CoreLogic’s election, to *** and that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials) such Supplier Owned Materials as part of a service during the Post-Term IP License Period upon Supplier’s then-current standard terms and conditions for such service (including the standard service fee); provided that such service shall not be available to CoreLogic (or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services). Unless CoreLogic Hercules otherwise agrees prior to Supplier’s first use of such Materials Supplier Owned Material in the performance of the Services, Hercules and the Eligible Recipients (and, at CoreLogic’s electionto the extent applicable, ***Hercules' designee(s)) shall *** not be obligated to pay any license or transfer fees in connection with its receipt of the licenses, services licenses and other rights above (other than *** for *** as set forth in Supplier’s then-current standard terms and conditions)above. Supplier shall not *** use any such Supplier Owned Materials for which it is unable to offer *** such license or other rights without CoreLogic’s Hercules' prior written approval (and absent such approval, Supplier’s use of any such Supplier Owned Materials shall obligate Supplier to provide, ***at no additional cost, such license and other rights to CoreLogicHercules, CoreLogic Hercules Affiliates, the Eligible Recipients and designated ***Hercules' designees).

Supplier Owned Materials. Subject (a) Supplier will be the sole and exclusive owner of (i) all Materials owned by it as of the Effective Date, (ii) all Materials developed by Supplier, including domestic and foreign Intellectual Property Rights embodied therein, and (iii) Derivative Works of the foregoing (other than Commissioned Developed Materials) (collectively, “Supplier Owned Materials”). (b) Except with respect to the final paragraph RC Tools, Supplier hereby grants Ascension Health and the Eligible Recipients a non-exclusive, worldwide, fully paid-up, license, with the right to grant sublicenses, during the Term to use, execute, reproduce, display, perform, modify, enhance, distribute and create Derivative Works of this Section 14.6(bSupplier Owned Materials for the benefit of Ascension Health and the Eligible Recipients for the continuation or receipt of the Services. (c) or as otherwise provided in a Supplement or agreed in advance by CoreLogic in accordance Except with Section 6.5(crespect to the RC Tools and the Supplier Owned Materials set forth on Exhibit 16 (Excluded Supplier Owned Materials), Supplier hereby grants the following rights and licenses to Ascension Health with respect to Supplier Owned Materials *** (and any modifications, enhancements, Upgrades, methodologies, tools, documentation, materials and media related thereto), unless CoreLogic otherwise agrees prior that are necessary to ***permit Ascension Health or its designee to provide services similar to the Services after expiration or termination of the applicable Supplement: (i) Except a perpetual, non-exclusive, fully paid-up license, with respect the right to grant sublicenses, to use, execute, reproduce, display, perform, distribute, modify, enhance and create Derivative Works of such Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***Materials, for a period the benefit or use of *** (***) *** following completion of Ascension Health and the Disengagement Services associated with entities which during the Affected Services (the “Post-Term IP License Period”) (for claritywould have qualified as Eligible Recipients, periods prior without charge to which, Supplier’s license to Supplier Owned Materials is as set forth in Section 14.3(b)), Supplier hereby grants to Ascension Health or the Eligible Recipients (and, at CoreLogic’s election, except to *** that sign the extent Ascension Health has consented prior to the initial use of such Materials to pay such a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials) a *** to *** such Materials, in each case *** of the *** for their business purposes (without separately commercially exploiting such Supplier Owned Materials); provided that for generally commercially available products, such license shall be as set forth in Supplier’s then-current standard terms and conditions offered generally by Supplier to other commercial customers (including the standard license feecharge); and provided further that such license shall not be available to CoreLogic (or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services);ASCENSION HEALTH CONFIDENTIAL MPSA Page 50 (ii) Except with respect to Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***, Supplier shall deliver to CoreLogic (A) Ascension Health a copy of such Materials and related documentation, (B) the *** the object code for such Materials that are not generally commercially available products, and (C) the *** and object code *** that are generally commercially available products if Supplier does not offer or provide *** and other *** for such Materials as provided in Section ***; and (iii) Supplier shall offer to provide to the Eligible Recipients (and, at CoreLogic’s election, to *** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials) *** and other *** for *** products on Supplier’s then-current standard terms and conditions for such services. (iv) Notwithstanding the license granted above in Section 14.6(b)(i) for Supplier Owned Materials during the Post-Term IP License Period, in lieu of (and as an alternative to) the license grant set forth in Section 14.6(b)(i), Supplier may, in all related documentation which may be necessary to permit Ascension Health or its reasonable discretion, elect designee to provide the services similar to the Services for the benefit of any entity that would be deemed an Eligible Recipients (and, at CoreLogic’s election, to *** and that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to Recipient under this Agreement after such Materials) such Supplier Owned Materials as part of a service during the Post-Term IP License Period upon Supplier’s then-current standard terms and conditions for such service (including the standard service fee); provided that such service shall not be available to CoreLogic (expiration or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services). Unless CoreLogic otherwise agrees prior to Supplier’s first use of such Materials in the performance of the Services, the Eligible Recipients (and, at CoreLogic’s election, ***) shall *** in connection with its receipt of the licenses, services and other rights above (other than *** for *** as set forth in Supplier’s then-current standard terms and conditions). Supplier shall not *** any such Materials for which it is unable to offer *** without CoreLogic’s prior written approval (and absent such approval, Supplier’s use of any such Materials shall obligate Supplier to provide, ***, such license and other rights to CoreLogic, CoreLogic Affiliates, the Eligible Recipients and designated ***)applicable Supplement.

Supplier Owned Materials. Subject to the final paragraph of this Section 14.6(b) or as otherwise provided in a Supplement or agreed in advance by CoreLogic in accordance with Section 6.5(c), with respect to Materials owned by Supplier, Supplier Owned Materials *** Affiliates or, (subject to Section 6.4(c)), Subcontractors and used by them to provide the Services (and any modifications, enhancements, Upgrades, methodologies, tools, documentation, materials and media related thereto), unless CoreLogic ): (i) Unless Allianz otherwise agrees prior to ***: (i) Except with respect to Supplier Owned Materials provided to Supplier’s first use of such Material in the Eligible Recipients *** pursuant to Section ***, for a period of *** (***) *** following completion performance of the Disengagement Services associated with the Affected Services (the “Post-Term IP License Period”) (for clarity, periods prior to which, Supplier’s license to Supplier Owned Materials and such agreement is as set forth memorialized in Section 14.3(b))writing, Supplier hereby grants to Allianz and the Eligible Recipients (and, at CoreLogicAllianz’s election, to *** Third Party Contractor(s) that sign a written agreement with CoreLogic Allianz to be bound by terms at least as protective as the terms contained herein applicable to such Materials) a *** worldwide, perpetual, non-exclusive, non-transferable, irrevocable, fully paid-up license to *** use, execute, reproduce, display, perform, distribute, modify, enhance and create Derivative Works of each such MaterialsMaterial, in each case *** solely for the benefit of AZL, AZL Affiliates and the Eligible Recipients upon the expiration or termination of the *** Term or the applicable TCS AZL Master Effective 1.1.2020 Service Description or Statement of Work Term with respect to the Services for their business purposes (without separately commercially exploiting which such Supplier Owned Materials); provided that for generally commercially available products, such license shall be as set forth in Supplier’s then-current standard terms and conditions offered generally by Supplier to other commercial customers (including the standard license fee); and provided further that such license shall not be available to CoreLogic (or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services)Materials were used; (ii) Except with respect to Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***, Supplier shall deliver to CoreLogic (A) a copy of such Materials Allianz and related documentation, (B) the *** the object code for such Materials that are not generally commercially available products, and (C) the *** and object code *** that are generally commercially available products if Supplier does not offer or provide *** and other *** for such Materials as provided in Section ***; and (iii) Supplier shall offer to provide to the Eligible Recipients (and, at CoreLogicAllianz’s election, to *** Third Party Contractor(s) that sign a written agreement with CoreLogic Allianz to be bound by terms at least as protective as the terms contained herein applicable to such Materials) *** and other *** for *** products on Supplier’s then-current standard terms and conditions for a copy of such services. (iv) Notwithstanding the license granted above in Section 14.6(b)(i) for Supplier Owned Materials during the Post-Term IP License Period, in lieu of and related documentation; and (and as an alternative toiii) the license grant set forth in Section 14.6(b)(i), Supplier may, in its reasonable discretion, elect shall offer to provide to Allianz and the Eligible Recipients (and, at CoreLogicAllianz’s election, to *** and Third Party Contractor(s) that sign a written agreement with CoreLogic Allianz to be bound by terms at least as protective as the terms contained herein applicable to such Materials) such Supplier Owned Upgrades, maintenance, support and other services for commercial off-the-shelf Materials as part of a service during the Post-Term IP License Period upon on Supplier’s then-current standard terms and conditions for such service services. With respect to any such Materials that are commercially available, unless otherwise agreed in the applicable Subscription Agreement, Services Description or Statement of Work, Allianz and the Eligible Recipients (including and, to the standard service feeextent applicable, Third Party Contractor(s)) shall pay the then current license fee for the licenses and other rights described above; provided that such service that, the amount to be paid shall not be available represent the most favorable license fee then charged to CoreLogic (or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services)most favored customer. Unless CoreLogic With respect to Materials that are not commercially available, unless Allianz otherwise agrees prior to Supplier’s first use of such Materials in the performance of the ServicesServices and such agreement is memorialized in writing, Allianz and the Eligible Recipients (and, at CoreLogic’s electionto the extent applicable, ***Third Party Contractor(s)) shall *** not be obligated to pay any license or transfer fees in connection with its receipt of the licenses, services licenses and other rights above (other than *** for *** as set forth in Supplier’s then-current standard terms and conditions)described above. Supplier shall not *** use any such Materials for which it is unable to offer *** such license or other rights without CoreLogicAllianz’s prior written approval (and absent such approval, Supplier’s use of any such Materials shall obligate Supplier to provide, ***at no additional charge, such license and other rights to CoreLogicAZL, CoreLogic AZL Affiliates, the Eligible Recipients and designated ***AZL’s designees).

Supplier Owned Materials. Subject to the final paragraph of this Section 14.6(b) or as otherwise provided in a Supplement or agreed in advance by CoreLogic in accordance with Section 6.5(c), with With respect to Materials owned by Supplier, Supplier Owned Materials *** Affiliates or (subject to Section 6.4(c)) Subcontractors and any modifications, enhancements, Upgrades, methodologies, tools, documentation, materials and media related thereto), unless CoreLogic otherwise agrees prior used by them to ***provide the Services: (i) Except with respect to Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***, for a period of *** (***) *** following completion of the Disengagement Services associated with the Affected Services (the “Post-Term IP License Period”) (for clarity, periods prior to which, Supplier’s license to Supplier Owned Materials is as set forth Unless New Century has otherwise agreed in Section 14.3(b))advance, Supplier hereby grants to New Century and the Eligible Recipients (andor, at CoreLogicNew Century’s election, to *** that their designee(s)) a worldwide, perpetual, non-exclusive, non-transferable, irrevocable, fully paid-up license to use, execute, reproduce, display, perform, distribute internally, modify, enhance and create Derivative Works and to permit a third party to use, execute, reproduce, display, perform, distribute internally, modify, enhance and create Derivative Works of such Supplier Owned Materials (excluding those identified in Exhibit 18) solely for the internal benefit or use of New Century, New Century Affiliates and the Eligible Recipients in the performance of human resources, payroll, recruiting, procurement or accounts payable services, as applicable, upon the expiration or termination of the Term (provided that, to the extent a third party uses such Supplier Owned Materials pursuant to this provision, such third party shall sign a written agreement with CoreLogic to be bound by terms at least as protective as comparable to the terms contained herein applicable to such Materials) a *** Materials (such agreement shall be agreed to *** by the Parties and shall include the terms specified in this Section as well as those pertaining to the ownership of such Materials and any Derivative Works developed by the Parties, the scope and term of the license, the restrictions on the use of such Materials, in each case *** and the obligations of the *** for their business purposes (without separately commercially exploiting such Supplier Owned Materials); provided that for generally commercially available productsconfidentiality, such license shall be as set forth in Supplier’s then-current standard terms and conditions offered generally by Supplier to other commercial customers (including the standard license fee); and provided further that such license shall not be available to CoreLogic (or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Servicesetc.); (ii) Except with respect to Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***, Supplier shall deliver to CoreLogic New Century and the Eligible Recipients (or, at New Century’s election, to their designee(s)) (A) a copy of such Supplier Owned Materials and related documentationdocumentation to which New Century is entitled to use under Section 14.6(b)(i), and (B) the *** the source code and object code for such Supplier Owned Materials that are not generally commercially available products, and (C) to the *** and object extent such code *** that are generally commercially available products if is reasonably necessary to permit them to use such Supplier does not offer or provide *** and other *** for such Owned Materials solely as provided contemplated in Section ***; 14.6.(b)(i) and (iii) At New Century’s request, Supplier shall offer may, but is not required to, provide to provide New Century (or, at New Century’s election, to the Eligible Recipients (andor to their designee(s)), at CoreLogic’s electionUpgrades, to *** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials) *** maintenance, support and other *** services for *** products some or all such Supplier Owned Materials. If Supplier opts to do so, it shall provide such Upgrades, maintenance, support and other services on Supplier’s then-current standard terms and conditions for such services. . If Supplier declines to do so, Supplier shall provide to New Century and the Eligible Recipients (ivor, at New Century’s election, to their designee(s)) Notwithstanding the license granted above in Section 14.6(b)(i) source code and object code for such Supplier Owned Materials during the Post-Term IP License PeriodMaterials, excluding those identified in lieu of (Exhibit 18. Unless New Century has otherwise agreed in advance, New Century and as an alternative to) the license grant set forth in Section 14.6(b)(i), Supplier may, in its reasonable discretion, elect to provide to the Eligible Recipients (and, at CoreLogicto the extent applicable, New Century’s election, to *** and that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materialsdesignee(s)) such Supplier Owned Materials as part of a service during the Post-Term IP License Period upon Supplier’s then-current standard terms and conditions for such service (including the standard service fee); provided that such service shall not be available obligated to CoreLogic (pay any license or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services). Unless CoreLogic otherwise agrees prior to Supplier’s first use of such Materials in the performance of the Services, the Eligible Recipients (and, at CoreLogic’s election, ***) shall *** transfer fees in connection with its receipt of the licenses, services licenses and other rights above (other than *** for *** as set forth in Supplier’s then-current standard terms and conditions)above. Supplier shall not *** use any such Supplier Owned Materials for which it is unable to offer *** such license or other rights without CoreLogicNew Century’s prior written approval (and absent such approval, Supplier’s use of any such Supplier Owned Materials shall obligate Supplier to provide, ***at no additional cost, such license and other rights to CoreLogicNew Century, CoreLogic New Century Affiliates, the Eligible Recipients and designated ***New Century’s designees). New Century hereby approves the use of the Supplier Owned Materials identified in Exhibit 18, notwithstanding Supplier’s inability to obtain some or all of the rights described in this Section 14.6(b) with respect to such Supplier Owned Materials. Notwithstanding the foregoing, if New Century is terminated for cause for failing to pay undisputed amounts, New Century’s right to continue using such Supplier Owned Materials following the expiration or termination of the Term and the Termination Assistance Services period shall be suspended to and until such undisputed amounts are paid.

Supplier Owned Materials. Subject 14.6.2.1 With respect to those Materials owned by Supplier or Supplier Affiliates or (subject to Section 6.4.3) Subcontractors (other than Commodity Equipment and Transport Providers, product vendor specialists who Supplier engages on a temporary basis to address urgent problems, and Third Party Contractors under Third Party Contracts assumed by Supplier to the final paragraph extent such contracts do not comply with this requirement as of this Section 14.6(bthe Effective Date) and used by them during the 12-month period immediately preceding the expiration or as otherwise provided in a Supplement or agreed in advance by CoreLogic in accordance with Section 6.5(c), with respect termination of the Term to Supplier Owned Materials *** provide the Services (and any modifications, enhancementssubstitutions, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto), unless CoreLogic otherwise agrees prior to ***:): (i) Except with respect to Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***, for a period of *** (***) *** following completion of the Disengagement Services associated with the Affected Services (the “Post-Term IP License Period”) (for clarity, periods prior to which, Supplier’s license to Supplier Owned Materials is as set forth in Section 14.3(b)), 14.6.2.1.1 Supplier hereby grants to Kraft and the Eligible Recipients (andor, at CoreLogicKraft’s election, to *** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materialstheir designee(s)) a *** worldwide, perpetual, non-exclusive, non-transferable, irrevocable, fully paid-up license to *** use, execute, reproduce, display, perform, and distribute (among themselves and, where appropriate for Kraft and the Eligible Recipients to receive the benefit of this Section, to Kraft Third Party Contractors), and modify, enhance and create Derivative Works and to permit a third party to use, execute, reproduce, display, perform, and distribute (to Kraft and such MaterialsEligible Recipients, in each case *** and, where appropriate for Kraft and the Eligible Recipients to receive the benefit of the *** for their business purposes (without separately commercially exploiting this Section, to Kraft Third Party Contractors) such Supplier Owned Materials); provided Materials for the benefit or use of Kraft, Kraft Affiliates and the Eligible Recipients upon the expiration or termination of the Term, but only with respect to replacement services that are the same or similar to the Services for generally commercially available products, which such license shall be as set forth in Supplier’s then-current standard terms Supplier Owned Materials and conditions offered generally Derivative Works were used (without the obligation by Supplier to maintain, support, upgrade or provide other commercial customers (including the standard license fee); and services with respect thereto except as provided further that such license shall not be available to CoreLogic (or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such ServicesSection 14.6.2.1.3 below); (ii) Except with respect to Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***, 14.6.2.1.2 Supplier shall deliver to CoreLogic Kraft and the Eligible Recipients (or, at Kraft’s election, to their designee(s)) (A) a copy of such Supplier Owned Materials and related documentation, (B) the *** the source code and object code for such Supplier Owned Materials to the extent such code is reasonably necessary to permit them to use such Supplier Owned Materials, (C) the source code and object code for Supplier Owned Materials that are not generally commercially available commercial off-the-shelf products, and (CD) the *** source code and object code *** for Supplier Owned Materials that are generally commercially available commercial off-the-shelf products if Supplier does not offer or provide *** upgrades, maintenance, support and other *** services for such Materials as provided in Section ***14.6.2.1.3, but only with respect to replacement services that are the same or similar to the Services for which such Supplier Owned Materials and Derivative Works were used (without the obligation to maintain, support, upgrade or provide other services with respect thereto except as reflected in Section 14.6.2.1.3 below; and (iii) 14.6.2.1.3 Supplier shall offer to provide to Kraft and the Eligible Recipients (andor, at CoreLogicKraft’s election, to *** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials) *** their designee(s)), Upgrades, maintenance, support and other *** services for *** products Supplier Owned Materials commercial off-the-shelf Materials, and any other Materials provided by Supplier on Supplier’s then-current standard terms and conditions for such services. (iv) Notwithstanding the license granted above 14.6.2.2 Unless Kraft has otherwise agreed in Section 14.6(b)(i) for Supplier Owned Materials during the Post-Term IP License Periodadvance, in lieu of (Kraft and as an alternative to) the license grant set forth in Section 14.6(b)(i), Supplier may, in its reasonable discretion, elect to provide to the Eligible Recipients (and, at CoreLogicto the extent applicable, Kraft’s election, to *** and that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materialsdesignee(s)) such Supplier Owned Materials as part of a service during the Post-Term IP License Period upon Supplier’s then-current standard terms and conditions for such service (including the standard service fee); provided that such service shall not be available obligated to CoreLogic (pay any license or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services). Unless CoreLogic otherwise agrees prior to Supplier’s first use of such Materials in the performance of the Services, the Eligible Recipients (and, at CoreLogic’s election, ***) shall *** transfer fees in connection with its receipt of the licenses, services licenses and other rights above (other than *** for *** as set forth in Supplier’s then-current standard terms and conditions)to Supplier Owned Materials above. Supplier shall not *** use any such Supplier Owned Materials for which it is unable to offer *** such license or other rights without CoreLogicKraft’s prior written approval (and absent such approval, Supplier’s use of any such Supplier Owned Materials shall obligate Supplier to provide, ***at no additional cost, such license and other rights to CoreLogicKraft, CoreLogic Kraft Affiliates, the Eligible Recipients and designated ***Kraft’s designees).

Supplier Owned Materials. Subject (a) Supplier will be the sole and exclusive owner of (i) all Materials owned by it as of the Effective Date, (ii) all Materials developed by Supplier, including domestic and foreign Intellectual Property Rights embodied therein, and (iii) Derivative Works of the foregoing (other than Commissioned Developed Materials) (collectively, “Supplier Owned Materials”). (b) Except with respect to the final paragraph RC Tools, Supplier hereby grants Ascension Health and the Eligible Recipients a non-exclusive, worldwide, fully paid-up, license, with the right to grant sublicenses, during the Term to use, execute, reproduce, display, perform, modify, enhance, distribute and create Derivative Works of this Section 14.6(bSupplier Owned Materials for the benefit of Ascension Health and the Eligible Recipients for the continuation or receipt of the Services. (c) or as otherwise provided Except with respect to the RC Tools and the Supplier Owned Materials set forth in a Supplement or agreed in advance by CoreLogic in accordance with Section 6.5(cExhibit 16 (Excluded Supplier Owned Materials), Supplier hereby grants the following rights and licenses to Ascension Health with respect to Supplier Owned Materials *** (and any modifications, enhancements, Upgrades, methodologies, tools, documentation, materials and media related thereto), unless CoreLogic otherwise agrees prior that are necessary to ***: permit Ascension Health or its designee to provide services similar to the Services after expiration or termination of the applicable Supplement: (i) Except a perpetual, non-exclusive, fully paid-up license, with respect the right to grant sublicenses, to use, execute, reproduce, display, perform, distribute, modify, enhance and create Derivative Works of such Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***Materials, for a period the benefit or use of *** (***) *** following completion of Ascension Health and the Disengagement Services associated with entities which during the Affected Services (the “Post-Term IP License Period”) (for claritywould have qualified as Eligible Recipients, periods prior without charge to which, Supplier’s license to Supplier Owned Materials is as set forth in Section 14.3(b)), Supplier hereby grants to Ascension Health or the Eligible Recipients (and, at CoreLogic’s election, except to *** that sign the extent Ascension Health has consented prior to the initial use of such Materials to pay such a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials) a *** to *** such Materials, in each case *** of the *** for their business purposes (without separately commercially exploiting such Supplier Owned Materials); provided that for generally commercially available products, such license shall be as set forth in Supplier’s then-current standard terms and conditions offered generally by Supplier to other commercial customers (including the standard license feecharge); and provided further that such license shall not be available to CoreLogic (or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services); (ii) Except with respect to Supplier Owned Materials provided to the Eligible Recipients *** pursuant to Section ***, Supplier shall deliver to CoreLogic (A) a copy of such Materials and related documentation, (B) the *** the object code for such Materials that are not generally commercially available products, and (C) the *** and object code *** that are generally commercially available products if Supplier does not offer or provide *** and other *** for such Materials as provided in Section ***; and (iii) Supplier shall offer to provide to the Eligible Recipients (and, at CoreLogic’s election, to *** that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to such Materials) *** and other *** for *** products on Supplier’s then-current standard terms and conditions for such services. (iv) Notwithstanding the license granted above in Section 14.6(b)(i) for Supplier Owned Materials during the Post-Term IP License Period, in lieu of (and as an alternative to) the license grant set forth in Section 14.6(b)(i), Supplier may, in all related documentation which may be necessary to permit Ascension Health or its reasonable discretion, elect designee to provide the services similar to the Services for the benefit of any entity that would be deemed an Eligible Recipients (and, at CoreLogic’s election, to *** and that sign a written agreement with CoreLogic to be bound by terms at least as protective as the terms contained herein applicable to Recipient under this Agreement after such Materials) such Supplier Owned Materials as part of a service during the Post-Term IP License Period upon Supplier’s then-current standard terms and conditions for such service (including the standard service fee); provided that such service shall not be available to CoreLogic (expiration or any ***) for use in connection with Services formerly performed by Supplier if and when such Services are being performed by a follow-on third party outsourcer (i.e., re-sourcing Services following termination of Supplier’s performance of such Services). Unless CoreLogic otherwise agrees prior to Supplier’s first use of such Materials in the performance of the Services, the Eligible Recipients (and, at CoreLogic’s election, ***) shall *** in connection with its receipt of the licenses, services and other rights above (other than *** for *** as set forth in Supplier’s then-current standard terms and conditions). Supplier shall not *** any such Materials for which it is unable to offer *** without CoreLogic’s prior written approval (and absent such approval, Supplier’s use of any such Materials shall obligate Supplier to provide, ***, such license and other rights to CoreLogic, CoreLogic Affiliates, the Eligible Recipients and designated ***)applicable Supplement.