Third Party Licenses Clause Samples
The Third Party Licenses clause defines the obligations and disclosures related to software, components, or materials included in a product that are licensed from external sources rather than developed in-house. This clause typically lists or references the specific third-party licenses that apply, and may require the user to comply with the terms of those licenses, such as open-source software conditions or attribution requirements. Its core function is to ensure transparency about external intellectual property used in the product and to allocate responsibility for compliance with those third-party terms, thereby reducing legal risk for both parties.
POPULAR SAMPLE Copied 19 times
Third Party Licenses. Certain files, programs or other materials distributed in connection with the Software may originate from third-party licensors and are licensed to Licensee (not under the terms and conditions of this Agreement, but rather) pursuant to the terms and conditions of the applicable licenses that appear upon installation, acceptance and/or activation of the Software and/or are contained or described in the corresponding release notes or other documentation or header or source files. Such files, programs or other materials may be subject to the terms of the GNU General Public License or other open source or free software licenses. Licensee agrees to carefully review and abide by the terms and conditions of these licenses to the extent that they govern such files, programs or other materials. Notwithstanding the foregoing, as between Xilinx and Licensee, to the maximum extent permitted by applicable law and if not prohibited by any such third-party licenses, all such third-party files, programs or other materials shall be deemed covered under Sections 10 (Disclaimers) and 11 (Limitation of Liability) and 14(c) (Governing Law) of this Agreement.
Third Party Licenses. 15.13.1 If any third-party software is included within or embedded in the TRADESMART website or online trading platform, then such embedded third-party software shall be provided subject to the terms of this CLIENT Agreement which apply to the online trading platform.
15.13.2 CLIENT shall fully comply with terms of any Third-Party Licenses that we provide from time to time.
15.13.3 We provide no express or implied warranty, indemnity or support for the Third-Party Licenses, and will have no liability related thereto.
Third Party Licenses. If (a) in the opinion of outside patent counsel to Licensee, Licensee, or any of its Affiliates or Sublicensees, cannot Exploit a Licensed Product in a country in the Territory without infringing one or more Patents that have issued to a Third Party in such country, or (b) as a result of any claim made against a Party, or any of its Affiliates or Sublicensees, alleging that the Exploitation of a Licensed Product infringes or misappropriates any Patent or any other intellectual property right of a Third Party in a country in the Territory, a judgment is entered by a court of competent jurisdiction from which no appeal is taken within the time permitted for appeal, such that Licensee cannot Exploit such Licensed Product in such country without infringing the Patent or other proprietary rights of such Third Party, then, in either case, Licensee shall have the first right, but not the obligation to negotiate and to obtain a license from such Third Party as necessary for the Exploitation of any Licensed Product hereunder in such country; provided, however, that NovaDel shall have the sole right to seek any such license with respect to the Licensed Process and shall use commercially reasonable efforts to obtain such a license in its own name from such Third Party in such country, under which NovaDel shall, to the extent permissible under such license, grant a sublicense to Licensee as necessary for Licensee, and any of its Affiliates and Sublicensees, to Exploit the Licensed Product as provided hereunder in such country. Licensee shall be solely responsible for one hundred percent (100%) of all royalty and other obligations with respect to the Exploitation of the Licensed Product; provided, however, that Licensee shall have the right to credit fifty percent (50%) any royalties paid by Licensee, its Affiliates or Sublicensees under such license with respect to such country against the royalty payments to be paid by Licensee to NovaDel with respect to the sale of the Licensed Product(s) under Section 4.1; provided, however, that no royalty payment when due, regardless of the amount or number of credits available to Licensee in accordance with this Agreement, shall be reduced by more than fifty percent (50%) of the amounts otherwise owed pursuant to Section 4.1 in any calendar quarter. Credits not exhausted in any calendar quarter may be carried into future calendar quarters.
Third Party Licenses. (i) If NVS reasonably determines that rights to a Third Party’s Intellectual Property Rights are [***] in connection with the Development, Manufacture or Commercialization of a Candidate or Product, then NVS will have the right to enter into a Third Party License in order to permit such Development, Manufacture or Commercialization. Notwithstanding the foregoing, where NVS reasonably determines that rights to a Third Party’s Patent Rights or Third Party Know-How are [***] for NVS to practice the HMI Platform Technology in accordance with the licenses granted to NVS pursuant to Section 4.1 (License Grants to NVS) (such Third Party Patent Rights “HMI Necessary Rights”), NVS will first provide HMI with written notice of any such Third Party License that it intends to enter, and HMI will have the right to enter into such Third Party License itself within [***] of HMI’s receipt of such notice on terms and conditions determined by HMI with HMI responsible for all costs and expenses incurred in connection with securing any such license. If HMI fails to enter into any such Third Party License within such [***] period, then will NVS have the right to enter into any such Third Party License itself. If NVS does enter into such Third Party License in accordance with this paragraph, then NVS may determine the terms and conditions of any such Third Party License and subject to this remainder of this Section 11.7.2(c) (Third Party Licenses), will be responsible for all costs and expenses incurred in connection with securing any such license.
(ii) Subject to Section 11.7.3 (Cumulative Effect of Royalty Reductions), the amount of any Royalties due to HMI pursuant to Section 11.7.1 (Royalty Rates) with respect to the applicable Product in such country during such Calendar Quarter will be reduced, on a Product-by-Product and country-by-country basis, by an amount equal to:
(A) [***]% of any royalty or other payments paid by NVS or its Affiliates pursuant to any (1) Third Party License entered into by NVS or its Affiliates for; or (2) Third Party Infringement Losses incurred by or on behalf of NVS and its Affiliates with respect to any Product (excluding In-Vivo [***] Products in the U.S.) for in each of (1) and (2), HMI Necessary Rights with respect to a Product in the applicable country; and
(B) [***]% of any royalty or other payments paid by NVS or its Affiliates pursuant to any (1) other Third Party License entered into by NVS or its Affiliates with respect to such Produc...
Third Party Licenses. If any unexpired Third Party patent(s) claiming a Collaboration Compound or its manufacture or use in the Field exist(s) in a country where a Licensed Product including such Collaboration Compound is being manufactured, used or sold, and if it should prove in APSA’s bona fide, good faith judgment impractical or impossible for it or its Affiliates or Sublicensees to commence or continue the manufacture, use or sale of such Licensed Product in such country without obtaining a Third Party License under such patent and if Targacept does not deliver to APSA an opinion without material qualifications from nationally recognized patent counsel in such country to the effect that such manufacture, use or sale does not and will not infringe such Third Party patent(s):
(a) if the Third Party patent is held by [********], then Targacept shall have the right, for a period of six (6) months, to use commercially reasonable, good faith efforts to negotiate and obtain a Third Party License on commercially reasonable terms (for royalties not exceeding [********] of Net Sales or such higher amount agreed to by the Parties) and thereafter APSA shall have the right to use commercially reasonable, good faith efforts to negotiate and obtain such Third Party License on commercially reasonable terms, in either case with the cost of such license (including without limitation license fees, milestone payments and royalties) to be set off against any payments owed to Targacept by APSA pursuant to Section 7.2 or Section 7.3; provided, however, that in no event shall the aggregate amount set off in any calendar quarter against royalties payable pursuant to Section 7.3 in such calendar quarter exceed [********];
(b) if the Third Party patent is held by any Third Party other than [********], APSA shall have the right to use commercially reasonable, good faith efforts to negotiate and obtain a Third Party License on commercially reasonable terms, with the cost of such license (including without limitation license fees, milestone payments and royalties) to be borne equally by APSA and Targacept, with Targacept’s share of such costs to be set off against any payments owed to Targacept by APSA pursuant to Section 7.2 or Section 7.3; provided, however, that in no event shall the aggregate amount set off in any calendar quarter against royalties payable under Section 7.3 in such calendar quarter exceed [********];
(c) if such Third Party License cannot be obtained on terms reasonably acceptable ...
Third Party Licenses. Each Party shall be solely responsible for any Third Party license fees required to perform its obligations under this Agreement.
Third Party Licenses. At Intrexon’s request, Ampliphi shall promptly provide to Intrexon copies of all Third Party agreements under which Ampliphi or its Affiliates obtained a license under Patents claiming inventions or know-how specific to or used or incorporated into the development, manufacture and/or Commercialization of the Reverted Products. At Intrexon’s request such that Intrexon may Commercialize the Reverted Products, Ampliphi shall promptly work with Intrexon to either, as appropriate (i) assign to Intrexon the Third Party agreement(s), or (ii) grant a sublicense (with an appropriate scope) to Intrexon under the Third Party agreement(s). Thereafter Intrexon shall be fully responsible for all obligations due for its actions under the sublicensed or assigned Third Party agreements. Notwithstanding the above, if Intrexon does not wish to assume any financial or other obligations associated with a particular Third Party agreement identified to Intrexon under this Section 10.4(h), then Intrexon shall so notify Ampliphi and Ampliphi shall not make such assignment or grant such sublicense (or cause it to be made or granted).
Third Party Licenses. Technology may contain or may be used with third party components, including open-source software, which are the property of their respective owners. Notwithstanding anything to the contrary herein, use of the open-source software will be subject to the license terms and conditions applicable to such open-source software, to the extent required by the applicable licensor (which terms shall not restrict the license rights granted to Customer hereunder).
Third Party Licenses. Axon licenses several third-party codecs and applications that are integrated into the Software. Users with an active support contract with Axon are granted access to these additional features. By accepting this agreement, ▇▇▇▇▇▇▇▇ agrees to and understands that an active support contract is required for all of the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata, telephone and email support, and all future updates to the software. If Customer terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an active support contract to maintain the full functionality of the Software.
Third Party Licenses. 17.13.1 If any third party software is included within or embedded in the AvaTrade website or online trading platform, then such embedded third party software shall be provided subject to the terms of this Customer Agreement which apply to the online trading platform.
17.13.2 Customer shall fully comply with terms of any Third Party Licenses that we provide from time to time.
17.13.3 We provide no express or implied warranty, indemnity or support for the Third Party Licenses, and will have no liability related thereto.