Common use of Third Party Distribution Clause in Contracts

Third Party Distribution. (a) Notwithstanding anything to the contrary stated in this Agreement, but subject to Section 2.5(b), Reuters hereby grants to TSI a royalty-free, fully paid up, worldwide, perpetual, non-exclusive, non-assignable (except as set forth in Section 12.6) right and license, under the Reuters Intellectual Property Rights, to grant any and all systems integrators, original equipment manufacturers, resellers, distributors or other licensees other than a Specified Company (each a “Third Party Reseller”) of Licensed Products (whether in Object Code or Source Code form), without payment by the Third Party Reseller of any license fees or other consideration to Reuters, non-exclusive, worldwide, perpetual, rights and licenses to exercise any and all of the rights under the license to Original TIB Technology granted by Reuters to TSI in Section 2.1 and to Reuters Enhancements granted by Reuters to TSI in Section 2.3, in each case without subjecting the Third Party Reseller to the limitations set forth in Section 2.4, but without relieving TSI of its obligations to comply with the provisions of Section 2.4 and in all cases subject to the following provisions of this Section 2.5. (b) During the Exclusivity Period, TSI shall not grant any Specified Company any right or license to resell or distribute TSI Products (whether on a stand-alone basis or Embedded in any other products). (c) During the Exclusivity Period, subject to Section 2.5(d), TSI shall not grant any Specified Company any right or license to sub-license, distribute, perform, display, sell or license any TSI Technology, or any Technology derived from or based on such Technology, Embedded in such Specified Company’s products or services, including as an integral part thereof, or as a feature thereto. (d) Nothing herein shall prohibit TSI from selling and providing TSI Products to any Specified Company solely for internal use purposes of such Specified Company. (e) TSI hereby represents and warrants that as of the Effective Date (i) TSI is not a party to any agreement with a Specified Company except as disclosed on Schedule 2.5(e) hereto (each such disclosed agreement being referred to as a “Prior TSI Specified Company Agreement”); (ii) true and correct copies of each Prior TSI Specified Company Agreement have been provided to Reuters; and (iii) no Prior TSI Specified Company Agreement includes a right granted to such Specified Company to resell TSI Products. For purposes of clarification, no Prior TSI Specified Company Agreement, nor any renewal or extension of any such agreement that does not modify any provision thereof except for the term of such agreement (regardless of the effective date of such renewal or extension), nor any agreement entered into between TSI and any entity other than a Specified Company, nor any agreement entered into by an entity that is subsequently acquired by or merged with TSI (whether by transfer of stock or assets or otherwise), shall constitute a breach of Section 2.4 or this Section 2.5. (f) Notwithstanding anything to the contrary stated in this Agreement, nothing herein shall require that the Third Party Reseller itself be subject to contractual prohibitions on use or distribution of Licensed Products or using, preparing or distributing any Derivative Work based on any Licensed Products. (g) Nothing in Sections 2.4 and 2.5 shall in any way be deemed to permit TSI (or any TSI Affiliate), during the Exclusivity Period, to directly or indirectly assist in the development by any such Third Party Reseller of any Derivative Work of Original TIB Technology or Reuters Enhancements that (i) constitutes a Designated Financial Product specifically designed for use by or aimed principally at Financial Services Companies or (ii) is specifically designed to assist a third party in the development of a Designated Financial Product specifically designed for use by or aimed principally at Financial Services Companies. Furthermore, TSI shall not, during the Exclusivity Period, directly or indirectly, assist in the development by any Third Party Reseller of any Designated Financial Products specifically designed for use by or aimed principally at Financial Services Companies that incorporate, embed or are derived from any Original TIB Technology, Reuters Enhancements or TIB-Derived Technology. Notwithstanding the foregoing, nothing in Section 2.5 shall restrict TSI from (1) working in any way with a Designated Financial Product which is not specifically designed for use by or aimed principally at Financial Services Companies or (2) making available general purpose interfaces or other integration tools when such interfaces or tools are provided for the purpose of (i) integrating the Licensed Products with other products or components, including Designated Financial Products, and/or (ii) developing general purpose interfaces between the Licensed Products and other products or components, including Designated Financial Products or (3) providing standard services, training, maintenance and support for Licensed Products to Third Party Resellers in accordance with TSI’s standard service, training, maintenance and support practices.