Common use of Vector Labs, Kodiak and Ultra Cyber Security Services Clause in Contracts

Vector Labs, Kodiak and Ultra Cyber Security Services. (a) The Parties agree that, for the duration of the Term, Delta may request that Ultra make available, and the Parties shall subsequently negotiate in good faith the terms and conditions of a right of access to the following resources under the terms of the Master Partnered Product Agreement in the Delta Field (including as to Ultra’s ability to offer these services to third parties): (i) Vector Labs, including its personnel and any necessary ancillary support resources such as equipment, contracted support, technical information, Intellectual Property, code and know-how; and (ii) The Ultra Security and Digital Protection Services Business including its personnel and any necessary ancillary support resources such as equipment, contracted support, technical information, Intellectual Property, code and know-how. (b) Ultra hereby agrees to, and shall concurrently with the Merger Agreement closing date grant (or cause its Subsidiary(ies) to grant) to Delta a non-transferrable, non-assignable, license for the Term to access, use, copy, make Improvements to and sublicense to end users the Vector and Kodiak Intellectual Property in accordance with and as permitted by this Agreement (the “Vector/Kodiak License”). The Vector/Kodiak License will be royalty-free and fully paid up to the extent that Delta does not commercially exploit the Vector and Kodiak Intellectual Property in the Delta Business. The Vector/Kodiak License shall be exclusive to Delta in the Delta Field even as against Ultra and the Ultra Subsidiaries (other than and subject to any rights in respect of the Vector and Kodiak Intellectual Property granted by Ultra or any Ultra Subsidiaries to any Third Party prior to the date of this Agreement or as specifically provided in the Master Partnered Product Agreement, provided, however that Delta hereby agrees to grant back a royalty-free and fully paid up non-exclusive license of the Vector and Kodiak Intellectual Property to Ultra to use, make Improvements to and to sublicense end users, on case-by-case basis, for any Opportunity, presented to Delta, as set forth in Section 4.4(c) below, as to which Delta has notified Ultra that Delta is not interested in pursuing. Delta shall have the right to make commercial use of Vector and Kodiak Intellectual Property with any Delta customer or other Person in the Delta Field only in accordance with the terms of the Vencore and KGS Commercial License. (c) During the Term and subject to any other rights herein or in any other Transaction Document, in the event Vector Labs wishes to pursue research and development of new or improved technology (including software products) which has potential applicability in the Delta Field (each such research and development program, an “Opportunity”), Vector Labs shall, prior to pursuing such Opportunity, provide written notice to Delta identifying the Opportunity and describing the specifics thereof in sufficient detail (together with any necessary background information) as reasonably required for Delta to evaluate it together with the commercial prospects thereof. Thereafter, Delta shall notify Ultra in writing within ten (10) Business Days (or such longer period as Delta may require to reasonably evaluate the Opportunity under the circumstances as notified to Ultra within said ten (10) Business Days) whether: (i) Delta desires to pursue the Opportunity together with Vector Labs or (ii) Delta is not interested in pursuing the Opportunity; in which case (subject to any other restrictions and exclusive grants other than the Vector/Kodiak License) Vector Labs may engage in the Opportunity. Unless Delta has notified Ultra that it is not interested in pursuing the Opportunity, the Parties shall negotiate in good faith toward reaching mutually agreeable terms on a collaborative development and commercialization effort. In the event Delta notifies Ultra that it is not interested in pursuing an Opportunity and, thereafter, the specifics of the Opportunity substantially change (including a change in research scope of commercial prospects or other circumstances that would likely make the Opportunity more attractive to Delta), Ultra shall re-offer the revised Opportunity to Delta in the manner described above. For avoidance of doubt, nothing in this Section 4.4(c) shall permit Ultra during the Term to use, sell or otherwise commercialize, in the Delta Field, any products, services, offerings or the Intellectual Property Rights related thereto, arising out of, developed in connection with or underlying the Opportunity, other than as an agreed Partnered Product under the Master Partnered Product Agreement.

Vector Labs, Kodiak and Ultra Cyber Security Services. (a) The Parties agree that, for the duration of the Term, Delta may request that Ultra make available, and the Parties shall subsequently negotiate in good faith the terms and conditions of of, a right of access license and/or service agreement(s) relating to the following resources under the or permitting use by Delta on commercially reasonable arms’ length terms of the Master Partnered Product Agreement in the Delta Field (including as to Ultra’s ability to offer these services to third parties):) of: (i) Vector Labs, including its personnel and any necessary ancillary support resources such as equipment, contracted support, technical information, Intellectual Property, code and know-how; and (ii) The Ultra Security and Digital Protection Services Business including its personnel and any necessary ancillary support resources such as equipment, contracted support, technical information, Intellectual Property, code and know-how. (b) Ultra hereby agrees to, and shall concurrently with the Merger Agreement closing date grant (or cause its Subsidiary(ies) to grant) grants to Delta a non-transferrable, non-assignable, license for the Term to access, use, copy, make Improvements to and sublicense to end users the Vector and Kodiak Intellectual Property in accordance with and as permitted by this Agreement (the “Vector/Kodiak License”). The Vector/Kodiak License will be royalty-free and fully paid up to the extent that Delta does not commercially exploit the Vector and Kodiak Intellectual Property in the Delta Business and will be subject to a commercially reasonable royalty, to be negotiated in good faith by the Parties and agreed in writing, for commercial exploitation by Delta in the Delta Business. The Vector/Kodiak License shall be exclusive to Delta in the Delta Field even as against Ultra and the Ultra Subsidiaries its Affiliates (other than and subject to any rights in respect of the Vector and Kodiak Intellectual Property granted by Ultra or any Ultra Subsidiaries to any Third Party prior to the date of this Agreement or as specifically provided in the Master Partnered Product Agreement), provided, however that Delta hereby agrees to grant back a royalty-free and fully paid up non-exclusive license of the Vector and Kodiak Intellectual Property to Ultra to use, make Improvements to and to sublicense end users, on case-by-case basis, for any Opportunity, presented to Delta, as set forth in Section 4.4(c) below, as to which Delta has notified Ultra that Delta is not interested in pursuing. Delta shall have the right to make commercial use of Vector and Kodiak Intellectual Property with any Delta customer or other Person in the Delta Field only in accordance with the terms of the Vencore and KGS Commercial License. (c) During the Term and subject to any other rights herein or in any other Transaction Document, in the event Vector Labs wishes to pursue research and development of new or improved technology (including software products) which has potential applicability in the Delta Field (each such research and development program, collectively an “Opportunity”), Vector Labs shall, prior to pursuing such Opportunity, provide written notice to Delta identifying the Opportunity and describing the specifics thereof in sufficient detail (together with any necessary background information) as reasonably required for Delta to evaluate it together with the commercial prospects thereof. Thereafter, Delta shall notify Ultra in writing within ten (10) Business Days business days (or such longer period as Delta may require to reasonably evaluate the Opportunity under the circumstances as notified to Ultra within said ten (10) Business Daysbusiness days) whether: (i) Delta desires to pursue the Opportunity together with Vector Labs or (ii) Delta is not interested in pursuing the Opportunity; in which case case, (subject to any other restrictions and exclusive grants other than the Vector/Kodiak License) Vector Labs may engage in the Opportunity. Unless Delta has notified Ultra that it is not interested in pursuing the Opportunity, the Parties shall negotiate in good faith toward reaching mutually agreeable terms on a collaborative development and commercialization effort. In the event Delta notifies Ultra that it is not interested in pursuing an Opportunity and, thereafter, the specifics of the Opportunity substantially change (including a change in research scope of commercial prospects or other circumstances that would likely make the Opportunity more attractive to Delta), Ultra shall re-offer the revised Opportunity to Delta in the manner described above. For avoidance of doubt, nothing in this Section 4.4(c) shall permit Ultra during the Term to use, sell or otherwise commercialize, in the Delta Field, any products, services, offerings or the Intellectual Property Rights related thereto, arising out of, developed in connection with or underlying the Opportunity, other than as an agreed Partnered Product under the Master Partnered Product Agreement.