Supplier Third Party Software and Tools. (i) Supplier shall, and shall cause Supplier Agents to, (a) assign to Chordiant or Successor, at Chordiant’s option, the license agreements for Software and Tools not otherwise commercially available, which Supplier obtained assignment rights pursuant to Section 13.2 applicable to such Software and Tools, and at Chordiant’s request, (b) use their best efforts to transfer, assign or sublicense all such Third Party Software and Tools not subject to assigned agreements under clause (a) above to Chordiant or Successor at no cost such that (y) Chordiant may Use, and sublicense to third parties the right to Use, such Software and Tools in connection with Chordiant’s use, provision (to itself) or receipt from Successor of services similar to the Services, or (z) Successor may Use, and sublicense to third parties the right to Use, such Software and Tools in connection with the provision of services similar to the Services to Chordiant. Upon Chordiant’s request, Supplier shall assist Chordiant or Successor in obtaining [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. directly from third parties any Software or substitute therefor for which Chordiant or Successor does not assume the applicable third party agreements. Supplier shall assist Chordiant and Successor in exercising the rights obtained by Supplier pursuant to Section 13.2 to purchase maintenance and support for all Supplier Third-Party Software on a most favored customer basis.
(ii) With respect to license agreements for Third Party Software and Tools subject to Section 26.3(c)(i), subject to Chordiant’s approval, Chordiant shall pay actual costs of obtaining any assignment or other permission necessary for Chordiant to continue using such Software and Tools after the Termination Assistance Period.
Supplier Third Party Software and Tools. (i) Supplier shall, and shall cause Supplier Agents to, (a) assign to Chordiant or Successor, at Chordiant’s option, the license agreements for Software and Tools not otherwise commercially available, which Supplier obtained assignment rights pursuant to Section 13.2 applicable to such Software and Tools, and at Chordiant’s request, (b) use their best efforts to transfer, assign or sublicense all such Third Party Software and Tools not subject to assigned agreements under clause (a) above to Chordiant or Successor at no cost such that (y) Chordiant may Use, and sublicense to third parties the right to Use, such Software and Tools in connection with Chordiant’s use, provision (to itself) or receipt from Successor of services similar to the Services, or (z) Successor may Use, and sublicense to third parties the right to Use, such Software and Tools in connection with the provision of services similar to the Services to Chordiant. Upon Chordiant’s request, Supplier shall assist Chordiant or Successor in obtaining directly from third parties any Software or substitute therefor for which Chordiant or Successor does not assume the applicable third party agreements. Supplier shall assist Chordiant and Successor in exercising the rights obtained by Supplier pursuant to Section 13.2 to purchase maintenance and support for all Supplier Third-Party Software on a most favored customer basis.
(ii) With respect to license agreements for Third Party Software and Tools subject to Section 26.3(c)(i), subject to Chordiant’s approval, Chordiant shall pay actual costs of obtaining any assignment or other permission necessary for Chordiant to continue using such Software and Tools after the Termination Assistance Period.
