Common use of SYSTEM SOFTWARE LICENSE‌ Clause in Contracts

SYSTEM SOFTWARE LICENSE‌. If Authorized User is a state agency, board, commission, or other quasi-political entity of the Commonwealth of Virginia or other body referenced in Title 2.2 of the Code of Virginia, the license shall be held by the Commonwealth. If Authorized User is a locality, municipality, school, school system, college, university, local board, local commission, or local quasi-political entity, the license shall be held by that public body. If Authorized User is a private institution of higher education which is listed at xxxx://xxx.xxxx.xxx/Our-Colleges/Profiles.aspx, the license shall be held by that private institution. Software License (for internal embedded software, firmware and unless otherwise provided in the State’s solicitation document, or in an attachment hereto): Products or Deliverables comprising goods, equipment or hardware may contain System Software for internal operation, or as embedded System Software or firmware that is generally not sold or licensed as a severable software product. System Software may be provided on separate media, such as floppy diskettes or CD-ROM, or may be included within the Product or Deliverable at or prior to delivery. Such System Software is proprietary, copyrighted, and may also contain valuable trade secrets and may be protected by patents. Supplier grants the Authorized Users of this Contract a license to use the code (or any replacement provided) on, or in conjunction with, only the Deliverables or Products purchased, or with any system identified in the Contract. Authorized Users may make and install copies of the System Software to support the authorized level of use. Provided, however that if the Product or Deliverable is inoperable, the System Software may be copied for temporary use on other hardware. Authorized Users shall promptly affix to any such copy the same proprietary and copyright notices affixed to the original. Individual Authorized Users may make one copy of the software for archival, back-up or disaster recovery purposes. The license set forth in this paragraph shall terminate immediately upon the Authorized User’s discontinuance of the use of the Product or Deliverable on which the System Software is installed. The System Software may be transferred to another party only with the transfer of the Product or Deliverable. If the Product or Deliverable is transferred by any Authorized User, such Authorized User shall before the transfer takes place l i) destroy all System Software copies made by the Authorized User, ii) deliver the original or any replacement copies of the System Software to the transferee, and iii) notify the transferee that title and ownership of the System Software and the applicable patent, trademark, copyright, and other intellectual property rights shall remain with Supplier, or Supplier’s licensors. Authorized Users shall not disassemble, decompile, reverse engineer, modify, or prepare derivative works of the embedded System Software, unless permitted under the Contract. Compliance with the terms and conditions of this paragraph and any license granted pursuant to this Contract is solely the responsibility of the Authorized User which purchased such license and not the responsibility of VITA, unless VITA purchased such license on its own behalf.