Common use of Background Technology Clause in Contracts

Background Technology. Freelancer will disclose in the Engagement terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

Background Technology. Freelancer Seller will disclose in the Engagement terms any Background Technology which Freelancer Seller proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer Seller discloses no Background Technology, Freelancer Seller warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer Seller will separately provide, with each delivery of Work Product to ClientBuyer, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by FreelancerSeller, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Freelancer Seller agrees that it will not incorporate into Work Product or otherwise deliver to Client Buyer any software code for which the use or distribution of the code will create (or purport to create) obligations for Client Buyer to grant any rights or immunities under Client Buyer intellectual property to a third-party, including without limitation any obligation that the Work Product or Client Buyer software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.