Incidental Licenses definition
Incidental Licenses means, with respect to a Target Company, any of the following Contracts entered into in the ordinary course of business: (a) an incidental permitted use right to confidential information in a non-disclosure agreement, (b) Contributor Agreements and (c) any non-exclusive license to Intellectual Property that is merely incidental to the transaction contemplated in such license, the commercial purpose of which is primarily for something other than such license, such as: (i) sales or marketing or similar Contract that includes a license to use the Trademarks of a Target Company for the purposes of promoting the goods or services thereof, (ii) a Contract with a vendor that allows the vendor to identify a Target Company as a customer, (iii) a Contract to purchase or lease equipment or materials, such as a photocopier, computer, or mobile phone that also contains an incidental license to Intellectual Property; or (iv) license for the use of software that is preconfigured, preinstalled, or embedded on hardware or other equipment.
Incidental Licenses means, collectively, Incidental Inbound Licenses and Incidental Outbound Licenses.
Incidental Licenses means any (a) non-exclusive licenses or software-as-a-service agreements for “shrink-wrap,” “click-through” or other “off-the-shelf” Software owned by a third party that is generally available on standard commercial terms in connection with which or pursuant to which the Company and its Subsidiaries paid under each such Contract, in the aggregate during the fiscal year ended February 26, 2022, aggregate license, maintenance, support and other fees of less than $20,000,000; (b) Open Source Software licenses; (c) confidentiality, secrecy or non-disclosure agreements entered into in the ordinary course of business; (d) non-exclusive licenses of Company Intellectual Property granted in the ordinary course of business consistent with past practice; and (e) non-exclusive licenses of third-party trademarks obtained by the Company or any Company Subsidiary in the ordinary course of business consistent with past practice.
Examples of Incidental Licenses in a sentence
Except for the Company Permitted Liens, Company IP Agreements and Incidental Licenses, the Company or any Subsidiary of the Company has not granted any options with respect to, or has otherwise encumbered or placed limitations on any Company Intellectual Property or the use thereof by the Company and its Subsidiaries.
Schedule 3.14.1(b) sets forth all material licenses and sublicenses as to which the Company is a party, other than Incidental Licenses and licenses and shrink wrap licenses for commercial off-the-shelf software products and licenses for use of open source software.
Section 2.19(i)(2) of the Disclosure Schedule identifies each Contract material to the Business pursuant to which any Company Party has granted to a third party rights under or with respect to any of its Business Intellectual Property other than Incidental Licenses.
Except for Incidental Licenses and agreements listed on Schedule 3(p), neither the Company nor its Subsidiaries has granted any options or licenses of any kind to the Intellectual Property Rights, and neither the Company nor any Subsidiary has entered into any agreements limiting any of its rights in its Intellectual Property Rights.
Except for the Permitted Encumbrances, Liens securing Indebtedness that will be released at Closing, and Incidental Licenses, the Company has not granted any licenses with respect to, and has not otherwise encumbered or placed limitations on, any Company Intellectual Property Rights or the use of any Intellectual Property Rights by the Company.
More Definitions of Incidental Licenses
Incidental Licenses means any (a) non-exclusive licenses or software-as-a-service agreements for “shrink-wrap,” “click-through” or other “off-the-shelf” Software owned by a third party that is generally available on standard commercial terms in connection with which or pursuant to which the Company and its Subsidiaries paid under each such Contract, in the aggregate during the fiscal year ended February 26, 2022, aggregate license, maintenance, support and other fees of less than $20,000,000;
Incidental Licenses means all (i) non-exclusive licenses contained in shrink-wrap, click-wrap, click-through or other similar Contracts for commercial off the shelf computer software and related services that are generally available on nondiscriminatory pricing terms and (ii) non-exclusive licenses that are merely incidental to the transaction contemplated in any Contract, the commercial purpose of which is primarily for something other than such license, and which licenses are not material to the business of the Company or any of its Subsidiaries, such as (A) a sales or marketing Contract that includes a license to use the Trademarks of the Company or its Subsidiaries for the purposes of promoting the Company’s or its Subsidiaries’ products or services, (B) the portion of a vendor Contract that permits the applicable vendor to identify the Company or its Subsidiaries as customers of the vendor or (C) the portion of a Contract to purchase or lease equipment, such as a photocopier, computer, or mobile phone that contains a license of Intellectual Property Rights.
Incidental Licenses means any: (a) permitted use in a confidentiality or nondisclosure agreement entered into in the Ordinary Course of Business; (b) license with current and former employees or independent contractors of the Company on standard terms in the Ordinary Course of Business (such as a back-up license to an intellectual property assignment provision or a license for an employee, contractor or other Person to use Business Intellectual Property to perform services for the Company); (c) licenses that arise as a matter of law by implication as a result of sales of products and services by the Company; or (d) any non-exclusive license that is merely incidental to the transaction contemplated in such license, the commercial purpose of which is primarily for something other than such license, such as: (i) a sales or marketing Contract that includes an incidental license to use the trademarks of the Company for the purposes of advertising and selling the Company’s products or services during the term of and in accordance with such Contract; or (ii) a Contract to purchase or lease equipment, such as a phone system, photocopier, printer, scanner, computer, or mobile phone that also contains a license of Intellectual Property Rights.
Incidental Licenses means (a) assignments or licenses of Intellectual Property to a Target Company under Contracts with its employees or contractors entered into in course, and (b) Contracts in which the licensing of Intellectual Property is incidental (including, the grant of a license to Trademarks for use on a supplier’s client list or similar publicity purposes).
Incidental Licenses means any: (a) permitted use in a confidentiality or nondisclosure agreement entered into in the Ordinary Course of Business; (b) license with current and former employees or independent contractors of Company on standard terms in the Ordinary Course of Business (such as a back-up license to an Intellectual Property assignment provision or a license for an employee, contractor or other Person to use Business Intellectual Property to perform services for Company); (c) non-exclusive license granted by Company in the Ordinary Course of Business; (d) licenses that arise as a matter of law by implication as a result of sales of products and services by Company; or (e) any non-exclusive license that is merely incidental to the transaction contemplated in such license, the commercial purpose of which is primarily for something other than such license, such as: (i) a sales or marketing Contract that includes an incidental license to use the trademarks of Company for the purposes of advertising and selling Company’s products or services during the term of and in accordance with such Contract; or (ii) a Contract to purchase or lease equipment, such as a phone system, photocopier, printer, scanner, computer, or mobile phone that also contains a license of Intellectual Property.
Incidental Licenses means, with respect to a Target Company, any of the following Contracts entered into in the ordinary course of business: (a) an incidental permitted use right to confidential information in a non-disclosure agreement, (b) Contributor Agreements and (c) any non-exclusive license to Intellectual Property that is merely incidental to the transaction contemplated in such license, the commercial purpose of which is primarily for something other than such license, such as: (i) sales or marketing or similar Contract that includes a license to use the Trademarks of a Target Company for the purposes of promoting the goods or services thereof, (ii) a Contract with a vendor that allows the vendor to identify a Target Company as a customer, (iii) a Contract to purchase or lease equipment or materials, such as a photocopier, computer, or mobile phone that also contains an incidental non-exclusive license to Intellectual Property; or (iv) non-exclusive license for the use of software that is preconfigured, preinstalled, or embedded on hardware or other equipment.
Incidental Licenses means any (a) non-disclosure Contract permitting the use of any confidentiality or proprietary information or (b) Contract under which any Intellectual Property is non-exclusively licensed by a member of the Company Group to a consultant, contractor, supplier or vendor of any member of the Company Group for the sole benefit of such member of any Company Group or that permits any consultant, contractor, supplier or vendor to identify any member of the Company Group as a customer of such consultant, contractor, supplier or vendor.