Common use of Transfer of Software Clause in Contracts

Transfer of Software. A. In addition to such rights as are set forth in the Agreement or in Section I above, Licensee may transfer the Software and applicable rights and licenses thereto to Licensee’s customers in connection with the transfer of the computer(s), system(s), or application(s) for which the Software was acquired provided that: (i) In the case of transfers to parties other than agencies of the United States Government, such transfer may be made either (a) by assignment of the Agreement (as hereby amended) to the transferee provided that such assignment is made in writing or under other conditions which obligate the transferee to be bound by all applicable provisions of the Agreement (as hereby amended), (b) by causing the transferee to execute a license agreement directly with Licensor or to otherwise acknowledge acceptance of either Licensor’s standard commercial license terms or the subject Agreement as hereby amended, or (c) pursuant to a contract with the transferee which provides in substance that (1) title to software provided by third party suppliers remains with the third party supplier, (2) transferee shall have only a non- exclusive license to use software provided by third party suppliers in connection with the equipment, system(s) or application(s) supplied by Licensee, (3) transferee shall not reverse engineer or decompile software provided by third party suppliers, (4) transferee shall not copy software provided by third party suppliers except to make appropriate back-up or archival copies, (5) the license granted with respect to software provided by third party suppliers is limited to transferee’s use of such software for the authorized purposes and transferee is prohibited from sublicensing, timesharing, rental, facility management or service bureau usage of such software, and (6) transferee acknowledges that the third party supplier of such software is an intended third party beneficiary of the applicable provisions of the contract protecting third party software and may enforce such provisions against the transferee; and (ii) In the case of transfers of commercial computer software to agencies of the United States Government such transfers may be made by any of the means described in Section XI. A. (i) above or by transfer which identifies the Software as commercial computer software subject to the applicable Federal Acquisition Regulations or supplements thereto which are applicable to supply of commercial computer software; provided, however, that Licensor agrees that in no event shall the United States Government have less than the rights provided for in FAR 52.227-19 (Dec. 2007) or equivalent successor regulation and provided that Licensor shall be responsible to ensure that Software delivered to Licensee shall be properly marked as commercial computer software where applicable in accordance with the requirements of applicable Federal Acquisition Regulations. In the event that the subject Software is not commercial computer software as defined by the applicable Federal Acquisition Regulations, then Licensor agrees that, if the Software is to be delivered to an agency of the United States Government, the United States Government shall have such rights as are required by the applicable laws and regulations. Transfers to agencies of the United Stated Government shall also be subject to Section IX above. B. In the event that Licensee transfers the Software to a third party which is a contractor or subcontractor pursuant to a contract with an agency of the United States Government where the United States Government is the intended end-user of the Software, then such transferee and any intermediate transferees may transfer the Software and applicable license rights to the U.S. Government on the same basis as Raytheon is permitted to do pursuant to Section XI. A. (ii) above. Licensee may also transfer the Software to intermediate parties where the End User is not an agency of the United States Government for ultimate transfer to an End User provided that the intermediate parties are subject to substantially the same obligations as Licensee under the Agreement (as hereby amended) and such intermediate parties may transfer the Software to the End User in the same way Licensee is permitted to do so under Section XI. A. (i) above. C. Transfers to agencies of foreign governments may be made in accordance with the applicable procurement laws and regulations of the government in question. D. In the event of permitted assignment as provided in this Addendum, Licensee shall remain bound by its continuing confidentiality obligations as set forth in the Agreement (as hereby amended) and its obligations to make any payments due prior to assignment; but in the event of any such assignment or other permitted transfer as provided above, Licensor shall otherwise look solely to the assignee or to the permitted transferee for performance of the assignee’s or transferee’s obligations with respect to the use and protection of the Software. In the event the assignee or transferee is an agency of the United States Government, Licensor agrees that any claim against or dispute with such agency shall be subject to applicable United States law such as the Federal Tort Claims Act and the Contract Disputes Act and to the jurisdiction of the federal courts as provided in the United States Code. E. In addition to the foregoing, any special requirements or mandatory provisions, which may be required by Licensee’s customer and which are set forth or referenced in the Associated Purchase Order, shall apply. F. For the avoidance of doubt, it is understood that, if Licensee has a license for multiple copies of the Software or has a multiple seat license for the Software, Licensee’s rights to transfer the Software and the applicable rights and licenses as provided in this Addendum shall include the right to transfer the applicable rights and licenses in whole or only with respect to a portion of the licensed copies or licensed seats.

Transfer of Software. A. In addition to such rights as are set forth in the Agreement or in Section I above, Licensee may transfer the Software and applicable rights and licenses thereto to Licensee’s customers in connection with the transfer of the computer(s), system(s), or application(s) for which the Software was acquired provided that: (i) In the case of transfers to parties other than agencies of the United States Government, such transfer may be made either (a) by assignment of the Agreement (as hereby amendedamended by this Addendum) to the transferee provided that such assignment is made in writing or under other conditions which obligate the transferee to be bound by all applicable provisions of the Agreement (as hereby amended), (b) by causing the transferee to execute a license agreement directly with Licensor or to otherwise acknowledge acceptance of either Licensor’s standard commercial license terms or the subject Agreement as hereby amended, or (c) pursuant to a contract with the transferee which provides in substance that (1) title to software provided by third party suppliers remains with the third party supplier, (2) transferee shall have only a non- non-exclusive license to use software provided by third party suppliers in connection with the equipment, system(s) or application(s) supplied by Licensee, (3) transferee shall not reverse engineer or decompile software provided by third party suppliers, (4) transferee shall not copy software provided by third party suppliers except to make appropriate back-up or archival copies, (5) the license granted with respect to software provided by third party suppliers is limited to transferee’s use of such software for the authorized purposes and transferee is prohibited from sublicensing, timesharing, rental, facility management or service bureau usage of such software, and (6) transferee acknowledges that the third party supplier of such software is an intended third party beneficiary of the applicable provisions of the contract protecting third party software and may enforce such provisions against the transferee; and (ii) In the case of transfers of commercial computer software to agencies of the United States Government such transfers may be made by any of the means described in Section XI. A. A. (i) above or by transfer which identifies the Software as commercial computer software subject to the applicable Federal Acquisition Regulations or supplements thereto which are applicable to supply of commercial computer software; provided, however, that Licensor agrees that in no event shall the United States Government have less than Restricted Rights (as defined in the rights provided for in FAR 52.227-19 (Dec. 2007Federal Acquisition Regulations) or equivalent successor regulation and provided that Licensor shall be responsible to ensure that Software delivered to Licensee shall be properly marked as commercial computer software where applicable in accordance with the requirements of applicable Federal Acquisition Regulations. In the event that the subject Software is not commercial computer software as defined by the applicable Federal Acquisition Regulations, then Licensor agrees that, if the Software is to be delivered to an agency of the United States Government, the United States Government shall have such rights as are required by the applicable laws and regulations. Transfers to agencies of the United Stated Government shall also be subject to Section IX aboveRegulations. B. In the event that Licensee transfers the Software to a third party which is a contractor or subcontractor pursuant to a contract with an agency of the United States Government where the United States Government is the intended end-user of the Software, then such transferee and any intermediate transferees may transfer the Software and applicable license rights to the U.S. Government on the same basis as Raytheon is permitted to do pursuant to Section XI. A. (ii) above. Licensee may also transfer the Software to intermediate parties where the End User is not an agency of the United States Government for ultimate transfer to an End User provided that the intermediate parties are subject to substantially the same obligations as Licensee under the Agreement (as hereby amended) and such intermediate parties may transfer the Software to the End User in the same way Licensee is permitted to do so under Section XI. A. (iXI A(i) above. C. Transfers to agencies of foreign governments may be made in accordance with the applicable procurement laws and regulations of the government in question. D. Unless otherwise expressly provided in writing on the face page(s) of any Purchase Order issued by Licensee in connection with the Agreement, if the Software is a development tool it is agreed that Licensee may deploy and distribute any resulting application software prepared by Licensee without obligation to Licensor. E. In the event of permitted assignment as provided in this Addendum, Licensee shall remain bound by its continuing confidentiality obligations as set forth in the Agreement (as hereby amended) and its obligations to make any payments due prior to assignment; but in the event of any such assignment or other permitted transfer as provided above, Licensor shall otherwise look solely to the assignee or to the permitted transferee for performance of the assignee’s or transferee’s obligations with respect to the use and protection of the Software. In the event the assignee or transferee is an agency of the United States Government, Licensor agrees that any claim against or dispute with such agency shall be subject to applicable United States law such as the Federal Tort Claims Act and the Contract Disputes Act and to the jurisdiction of the federal courts as provided in the United States Code. E. F. In addition to the foregoing, any special requirements or mandatory provisions, which may be required by Licensee’s customer and which are set forth or referenced in on the Associated face page(s) of Licensee’s Purchase Order, shall apply. F. For the avoidance of doubt, it is understood that, if Licensee has a license for multiple copies of the Software or has a multiple seat license for the Software, Licensee’s rights to transfer the Software and the applicable rights and licenses as provided in this Addendum shall include the right to transfer the applicable rights and licenses in whole or only with respect to a portion of the licensed copies or licensed seats.

Transfer of Software. A. In addition to such rights as are set forth in the Agreement or in Section I above, Licensee may transfer the Software and applicable rights and licenses thereto to Licensee’s customers in connection with the transfer of the computer(s), system(s), or application(s) for which the Software was acquired provided that: (i) In the case of transfers to parties other than agencies of the United States Government, such transfer may be made either (a) by assignment of the Agreement (as hereby amendedamended by this Addendum) to the transferee provided that such assignment is made in writing or under other conditions which obligate the transferee to be bound by all applicable provisions of the Agreement (as hereby amended), (b) by causing the transferee to execute a license agreement directly with Licensor or to otherwise acknowledge acceptance of either Licensor’s standard commercial license terms or the subject Agreement as hereby amended, or (c) pursuant to a contract with the transferee which provides in substance that (1) title to software provided by third party suppliers remains with the third party supplier, (2) transferee shall have only a non- non-exclusive license to use software provided by third party suppliers in connection with the equipment, system(s) or application(s) supplied by Licensee, (3) transferee shall not reverse engineer or decompile software provided by third party suppliers, (4) transferee shall not copy software provided by third party suppliers except to make appropriate back-up or archival copies, (5) the license granted with respect to software provided by third party suppliers is limited to transferee’s use of such software for the authorized purposes and transferee is prohibited from sublicensing, timesharing, rental, facility management or service bureau usage of such software, and (6) transferee acknowledges that the third party supplier of such software is an intended third party beneficiary of the applicable provisions of the contract protecting third party software and may enforce such provisions against the transferee; and (ii) In the case of transfers of commercial computer software to agencies of the United States Government such transfers may be made by any of the means described in Section XI. A. A. (i) above or by transfer which identifies the Software as commercial computer software subject to the applicable Federal Acquisition Regulations or supplements thereto which are applicable to supply of commercial computer software; provided, however, that Licensor agrees that in no event shall the United States Government have less than the rights provided for in FAR 52.227-19 52.227.19 (Dec. 2007) or equivalent successor regulation and provided that Licensor shall be responsible to ensure that Software delivered to Licensee shall be properly marked as commercial computer software where applicable in accordance with the requirements of applicable Federal Acquisition Regulations. In the event that the subject Software is not commercial computer software as defined by the applicable Federal Acquisition Regulations, then Licensor agrees that, if the Software is to be delivered to an agency of the United States Government, the United States Government shall have such rights as are required by the applicable laws and regulations. Transfers to agencies of the United Stated Government shall also be subject to Section IX aboveRegulations. B. In the event that Licensee transfers the Software to a third party which is a contractor or subcontractor pursuant to a contract with an agency of the United States Government where the United States Government is the intended end-end- user of the Software, then such transferee and any intermediate transferees may transfer the Software and applicable license rights to the U.S. Government on the same basis as Raytheon is permitted to do pursuant to Section XI. A. (ii) above. Licensee may also transfer the Software to intermediate parties where the End User is not an agency of the United States Government for ultimate transfer to an End User provided that the intermediate parties are subject to substantially the same obligations as Licensee under the Agreement (as hereby amended) and such intermediate parties may transfer the Software to the End User in the same way Licensee is permitted to do so under Section XI. A. (iXI A(i) above. C. Transfers to agencies of foreign governments may be made in accordance with the applicable procurement laws and regulations of the government in question. D. Unless otherwise expressly provided in writing on the face page(s) of any Purchase Order issued by Licensee in connection with the Agreement, if the Software is a development tool it is agreed that Licensee may deploy and distribute any resulting application software prepared by Licensee without obligation to Licensor. E. In the event of permitted assignment as provided in this Addendum, Licensee shall remain bound by its continuing confidentiality obligations as set forth in the Agreement (as hereby amended) and its obligations to make any payments due prior to assignment; but in the event of any such assignment or other permitted transfer as provided above, Licensor shall otherwise look solely to the assignee or to the permitted transferee for performance of the assignee’s or transferee’s obligations with respect to the use and protection of the Software. In the event the assignee or transferee is an agency of the United States Government, Licensor agrees that any claim against or dispute with such agency shall be subject to applicable United States law such as the Federal Tort Claims Act and the Contract Disputes Act and to the jurisdiction of the federal courts as provided in the United States Code. E. F. In addition to the foregoing, any special requirements or mandatory provisions, which may be required by Licensee’s customer and which are set forth or referenced in on the Associated face page(s) of Licensee’s Purchase Order, shall apply. F. G. For the avoidance of doubt, it is understood that, if Licensee has a license for multiple copies of the Software or has a multiple seat license for the Software, Licensee’s rights to transfer the Software and the applicable rights and licenses as provided in this Addendum shall include the right to transfer the applicable rights and licenses in whole or only with respect to a portion of the licensed copies or licensed seats.

Transfer of Software. A. In addition to such rights as are set forth in the Agreement or in Section I above, Licensee may transfer the Software and applicable rights and licenses thereto to Licensee’s customers in connection with the transfer of the computer(s), system(s), or application(s) for which the Software was acquired provided that: (i) In the case of transfers to parties other than agencies of the United States Government, such transfer may be made either (a) by assignment of the Agreement (as hereby amended) to the transferee provided that such assignment is made in writing or under other conditions which obligate the transferee to be bound by all applicable provisions of the Agreement (as hereby amended), (b) by causing the transferee to execute a license agreement directly with Licensor or to otherwise acknowledge acceptance of either Licensor’s standard commercial license terms or the subject Agreement as hereby amended, or (c) pursuant to a contract with the transferee which provides in substance that (1) title to software provided by third party suppliers remains with the third party supplier, (2) transferee shall have only a non- non-exclusive license to use software provided by third party suppliers in connection with the equipment, system(s) or application(s) supplied by Licensee, (3) transferee shall not reverse engineer or decompile software provided by third party suppliers, (4) transferee shall not copy software provided by third party suppliers except to make appropriate back-up or archival copies, (5) the license granted with respect to software provided by third party suppliers is limited to transferee’s use of such software for the authorized purposes and transferee is prohibited from sublicensing, timesharing, rental, facility management or service bureau usage of such software, and (6) transferee acknowledges that the third party supplier of such software is an intended third party beneficiary of the applicable provisions of the contract protecting third party software and may enforce such provisions against the transferee; and (ii) In the case of transfers of commercial computer software to agencies of the United States Government such transfers may be made by any of the means described in Section XI. A. A. (i) above or by transfer which identifies the Software as commercial computer software subject to the applicable Federal Acquisition Regulations or supplements thereto which are applicable to supply of commercial computer software; provided, however, that Licensor agrees that in no event shall the United States Government have less than the rights provided for in FAR 52.227-19 52.227.19 (Dec. 2007) or equivalent successor regulation and provided that Licensor shall be responsible to ensure that Software delivered to Licensee shall be properly marked as commercial computer software where applicable in accordance with the requirements of applicable Federal Acquisition Regulations. In the event that the subject Software is not commercial computer software as defined by the applicable Federal Acquisition Regulations, then Licensor agrees that, if the Software is to be delivered to an agency of the United States Government, the United States Government shall have such rights as are required by the applicable laws and regulations. Transfers to agencies of the United Stated Government shall also be subject to Section IX above. B. In the event that Licensee transfers the Software to a third party which is a contractor or subcontractor pursuant to a contract with an agency of the United States Government where the United States Government is the intended end-end- user of the Software, then such transferee and any intermediate transferees may transfer the Software and applicable license rights to the U.S. Government on the same basis as Raytheon is permitted to do pursuant to Section XI. A. (ii) above. Licensee may also transfer the Software to intermediate parties where the End User is not an agency of the United States Government for ultimate transfer to an End User provided that the intermediate parties are subject to substantially the same obligations as Licensee under the Agreement (as hereby amended) and such intermediate parties may transfer the Software to the End User in the same way Licensee is permitted to do so under Section XI. A. (iXI A(i) above. C. Transfers to agencies of foreign governments may be made in accordance with the applicable procurement laws and regulations of the government in question. D. In the event of permitted assignment as provided in this Addendum, Licensee shall remain bound by its continuing confidentiality obligations as set forth in the Agreement (as hereby amended) and its obligations to make any payments due prior to assignment; but in the event of any such assignment or other permitted transfer as provided above, Licensor shall otherwise look solely to the assignee or to the permitted transferee for performance of the assignee’s or transferee’s obligations with respect to the use and protection of the Software. In the event the assignee or transferee is an agency of the United States Government, Licensor agrees that any claim against or dispute with such agency shall be subject to applicable United States law such as the Federal Tort Claims Act and the Contract Disputes Act and to the jurisdiction of the federal courts as provided in the United States Code. E. In addition to the foregoing, any special requirements or mandatory provisions, which may be required by Licensee’s customer and which are set forth or referenced in the Associated Purchase Order, shall apply. F. For the avoidance of doubt, it is understood that, if Licensee has a license for multiple copies of the Software or has a multiple seat license for the Software, Licensee’s rights to transfer the Software and the applicable rights and licenses as provided in this Addendum shall include the right to transfer the applicable rights and licenses in whole or only with respect to a portion of the licensed copies or licensed seats.

Transfer of Software. A. In addition to such rights as are set forth in the Agreement or in Section I above, Licensee may transfer the Software and applicable rights and licenses thereto to Licensee’s customers in connection with the transfer of the computer(s), system(s), or application(s) for which the Software was acquired provided that: (i) In the case of transfers to parties other than agencies of the United States Government, such transfer may be made either (a) by assignment of the Agreement (as hereby amended) to the transferee provided that such assignment is made in writing or under other conditions which obligate the transferee to be bound by all applicable provisions of the Agreement (as hereby amended), (b) by causing the transferee to execute a license agreement directly with Licensor or to otherwise acknowledge acceptance of either Licensor’s standard commercial license terms or the subject Agreement as hereby amended, or (c) pursuant to a contract with the transferee which provides in substance that (1) title to software provided by third party suppliers remains with the third party supplier, (2) transferee shall have only a non- non-exclusive license to use software provided by third party suppliers in connection with the equipment, system(s) or application(s) supplied by Licensee, (3) transferee shall not reverse engineer or decompile software provided by third party suppliers, (4) transferee shall not copy software provided by third party suppliers except to make appropriate back-up or archival copies, (5) the license granted with respect to software provided by third party suppliers is limited to transferee’s use of such software for the authorized purposes and transferee is prohibited from sublicensing, timesharing, rental, facility management or service bureau usage of such software, and (6) transferee acknowledges that the third party supplier of such software is an intended third party beneficiary of the applicable provisions of the contract protecting third party software and may enforce such provisions against the transferee; and (ii) In the case of transfers of commercial computer software to agencies of the United States Government such transfers may be made by any of the means described in Section XI. A. (i) above or by transfer which identifies the Software as commercial computer software subject to the applicable Federal Acquisition Regulations or supplements thereto which are applicable to supply of commercial computer software; provided, however, that Licensor agrees that in no event shall the United States Government have less than the rights provided for in FAR 52.227-19 52.227.19 (Dec. 2007) or equivalent successor regulation and provided that Licensor shall be responsible to ensure that Software delivered to Licensee shall be properly marked as commercial computer software where applicable in accordance with the requirements of applicable Federal Acquisition Regulations. In the event that the subject Software is not commercial computer software as defined by the applicable Federal Acquisition Regulations, then Licensor agrees that, if the Software is to be delivered to an agency of the United States Government, the United States Government shall have such rights as are required by the applicable laws and regulations. Transfers to agencies of the United Stated Government shall also be subject to Section IX above. B. In the event that Licensee transfers the Software to a third party which is a contractor or subcontractor pursuant to a contract with an agency of the United States Government where the United States Government is the intended end-user of the Software, then such transferee and any intermediate transferees may transfer the Software and applicable license rights to the U.S. Government on the same basis as Raytheon is permitted to do pursuant to Section XI. A. (ii) above. Licensee may also transfer the Software to intermediate parties where the End User is not an agency of the United States Government for ultimate transfer to an End User provided that the intermediate parties are subject to substantially the same obligations as Licensee under the Agreement (as hereby amended) and such intermediate parties may transfer the Software to the End User in the same way Licensee is permitted to do so under Section XI. A. (iXI A(i) above. C. Transfers to agencies of foreign governments may be made in accordance with the applicable procurement laws and regulations of the government in question. D. In the event of permitted assignment as provided in this Addendum, Licensee shall remain bound by its continuing confidentiality obligations as set forth in the Agreement (as hereby amended) and its obligations to make any payments due prior to assignment; but in the event of any such assignment or other permitted transfer as provided above, Licensor shall otherwise look solely to the assignee or to the permitted transferee for performance of the assignee’s or transferee’s obligations with respect to the use and protection of the Software. In the event the assignee or transferee is an agency of the United States Government, Licensor agrees that any claim against or dispute with such agency shall be subject to applicable United States law such as the Federal Tort Claims Act and the Contract Disputes Act and to the jurisdiction of the federal courts as provided in the United States Code. E. In addition to the foregoing, any special requirements or mandatory provisions, which may be required by Licensee’s customer and which are set forth or referenced in the Associated Purchase Order, shall apply. F. For the avoidance of doubt, it is understood that, if Licensee has a license for multiple copies of the Software or has a multiple seat license for the Software, Licensee’s rights to transfer the Software and the applicable rights and licenses as provided in this Addendum shall include the right to transfer the applicable rights and licenses in whole or only with respect to a portion of the licensed copies or licensed seats.