Common use of Conditions of Licence Clause in Contracts

Conditions of Licence. The licence granted herein is conditional upon: (a) APC’s receipt of Licencee’s full payment of the purchase price applicable to the SOM; (b) Licencee’s acknowledgement and agreement to the following: (i) Licencee (including its assigns and successors) irrevocably agree to adhere to the terms and conditions set out in this Agreement; (ii) Licencee may utilize subcontractors to exercise its rights under Clause 1.1 so long as Licencee has an agreement in place with such subcontractor containing confidentiality restrictions no less stringent than those contained in this Agreement. Licencee shall remain liable for its subcontractors' adherence to the terms of this Agreement and for any and all acts and omissions of such subcontractors with respect to this Agreement and the APC Software; (iii) Licencee shall reproduce any and all of APC’s (or its third party licensor's) copyright notices and other proprietary legends on copies of APC Software; (iv) The licences granted above in this Clause 1 only extend to APC’s IP rights that would be infringed by the APC Software prior to Licencee’s preparation of any derivative work; (v) Licencee is solely responsible for obtaining any necessary third party approvals and any licences for any necessary essential IP rights for their use in connection with technology that Licencee incorporates into the purchased SOM (whether as part of the APC Software or not); (vi) Licencee may not translate, reverse engineer, decompile, or disassemble the APC Software except to the extent applicable law specifically prohibits such restriction. Licencee must prohibit its sub-licencees from translating, reverse engineering, decompiling, or disassembling the APC Software except to the extent applicable law specifically prohibits such restriction; and (vii) Licencee will not take or fail to take any action that could subject the APC Software to an Excluded Licence.