Grant of Software License. Subject to the terms and conditions contained herein, EDT Learning hereby grants to Contractor while this Agreement remains in effect a non-exclusive, non-transferable, limited license to use the Development Software and the EDT Learning Trademarks to provide Custom Services to EDT Learning's Customers and to Contractor Clients. It is agreed and accepted by the parties that any licenses granted by EDT Learning to Contractor herein are limited personal licenses with no right to sublicense or sell that license. All proprietary rights in and to the Development Software, EDT Learning Products and Trademarks not granted herein shall remain fully and exclusively vested in EDT Learning. The limited license rights granted pursuant to this Agreement are the only rights that Contractor has to the EDT Learning Development Software, EDT Learning Products and Trademarks. During the term of this Agreement and in consideration for its execution, Contractor will be provided a fifty (50) user license to the i-Canvas software, including maintenance, support and upgrades without charge to Contractor. Upon termination of this Agreement, Contractor will have the right during the ninety (90) day period following the termination date to purchase licenses of the i-Canvas software at the lesser of the then current price or 80% of the price of i-Canvas at the Effective Date of this Agreement with the i-Canvas license purchased by Contractor being granted on EDT Learning's standard end user license terms. Unless and until this Agreement is terminated, Contractor may modify the source code of the i-Canvas software from time to time for use on a Customer's or Contractor Client's project. Prior to modification, Contractor will notify EDT Learning of the proposed change. Any changes to the i-Canvas software or any other EDT Learning Products or Development Software made by Contractor, regardless of the nature of the change or the timing of the change, will at all times exclusively vest in EDT Learning with all right title and interest in and to the i-Canvas software or any other EDT Learning Products or Development Software, and such changes shall be considered work-for-hire by Contractor on EDT Learning's behalf, without compensation of any nature to Contractor for the work performed or the value of the resulting modified software or product. Except and expressly authorized in writing by EDT Learning, Contractor shall not modify, translate, reverse engineer, de-compile or disassemble the Development Software or the EDT Learning Products or any portion thereof. Contractor agrees that is will use the Development Software only for the purposes of performing Custom Services or developing Courses for Contractor Clients and EDT Learning's Customers. Unless a license is purchased, Contractor agrees that within 30 days after termination of this Agreement, then Contractor will immediately return to EDT Learning all copies of Development Software or the EDT Learning Products, whether in the possession of Contractor or any subcontractor, and the license granted will immediately cease. Contractor will also receive such concurrent user licenses as EDT Learning reasonably determines necessary to use the LearnLinc(R) virtual classroom software for the exclusive purpose of internal use (the "Internal Use License") by Contractor while this Agreement remains in effect. The Internal Use Licenses will include free maintenance, support and upgrades while this Agreement remains in effect. Contractor will be able to use the Internal Use Licenses for the exclusive purpose of: (a) training its own employees; (b) providing training and support to those person who will be using the Courses created by Contractor; or (c) providing to Customers and Contractor Clients ongoing review and modification of the Courses while in development or during maintenance periods. Contractor shall not use the Internal Use Licenses to compete with EDT Learning and shall not directly or indirectly sell, re-sell, deliver, distribute, transfer, lease, sub-lease, sub-license or otherwise make available for use by an End User the Internal Use Licenses other than those in the direct employment of Contractor.
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Grant of Software License. Subject to the terms and conditions contained herein, EDT Learning hereby grants to Contractor while this Agreement remains in effect a non-exclusive, non-transferable, limited license to use the Development Software and the EDT Learning Trademarks to provide Custom Services to EDT Learning's Customers and to Contractor Clients. It is agreed and accepted by the parties that any licenses granted by EDT Learning to Contractor herein are limited personal licenses with no right to sublicense or sell that license. All proprietary rights in and to the Development Software, EDT Learning Products and Trademarks not granted herein shall remain fully and exclusively vested in EDT Learning. The limited license rights granted pursuant to this Agreement are the only rights that Contractor has to the EDT Learning Development Software, EDT Learning Products and Trademarks. During the term of this Agreement and in consideration for its execution, Contractor will be provided a fifty (50) user license to the i-Canvas software, including maintenance, support and upgrades without charge to Contractor. Upon termination of this Agreement, Contractor will have the right during the ninety (90) day period following the termination date to purchase licenses of the i-Canvas software at the lesser of the then current price or 80% of the price of i-Canvas at the Effective Date of this Agreement with the i-Canvas license purchased by Contractor being granted on EDT Learning's standard end user license terms. Unless and until this Agreement is terminated, Contractor may modify the source code of the i-Canvas software from time to time for use on a Customer's or Contractor Client's project. Prior to modification, Contractor will notify EDT Learning of the proposed change. Any changes to the i-Canvas software or any other EDT Learning Products or Development Software made by Contractor, regardless of the nature of the change or the timing of the change, will at all times exclusively vest in EDT Learning with all right title and interest in and to the i-Canvas software or any other EDT Learning Products or Development Software, and such changes shall be considered work-for-hire by Contractor on EDT Learning's behalf, without compensation of any nature to Contractor for the work performed or the value of the resulting modified software or product. Except and expressly authorized in writing by EDT Learning, Contractor shall not modify, translate, reverse engineer, de-compile or disassemble the Development Software or the EDT Learning Products or any portion thereof. Contractor agrees that is will use the Development Software only for the purposes of performing Custom Services or developing Courses for Contractor Clients and EDT Learning's Customers. Unless a license is purchased, Contractor agrees that within 30 days after termination of this Agreement, then Contractor will immediately return to EDT Learning all copies of Development Software or the EDT Learning Products, whether in the possession of Contractor or any subcontractor, and the license granted will immediately cease. Contractor will also receive such concurrent user licenses as EDT Learning reasonably determines necessary to use the LearnLinc(R) virtual classroom software for the exclusive purpose of internal use (the "Internal Use License") by Contractor while this Agreement remains in effect. The Internal Use Licenses will include free maintenance, support and upgrades while this Agreement remains in effect. Contractor will be able to use the Internal Use Licenses for the exclusive purpose of: (a) training its own employees; (b) providing training and support to those person who will be using the Courses created by Contractor; or (c) providing to Customers and Contractor Clients ongoing review and modification of the Courses while in development or during maintenance periods. Contractor shall not use the Internal Use Licenses to compete with EDT Learning and shall not directly or indirectly sell, re-sell, deliver, distribute, transfer, lease, sub-lease, sub-license or otherwise make available for use by an End User the Internal Use Licenses other than those in the direct employment of Contractor.EDT
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Grant of Software License. Subject to the terms and conditions contained herein, EDT Learning hereby grants to Contractor while this Agreement remains in effect a non-exclusive, non-transferable, limited license to use the Development Software and the EDT Learning Trademarks to provide Custom Services to EDT Learning's Customers and to Contractor Clients. It is agreed and accepted by the parties that any licenses granted by EDT Learning to Contractor herein are limited personal licenses with no right to sublicense or sell that license. All proprietary rights in and to the Development Software, EDT Learning Products and Trademarks not granted herein shall remain fully and exclusively vested in EDT Learning. The limited license rights granted pursuant to this Agreement are the only rights that Contractor has to the EDT Learning Development Software, EDT Learning Products and Trademarks. During the term of this Agreement and in consideration for its execution, Contractor will be provided a fifty (50) user license to the i-Canvas software, including maintenance, support and upgrades without charge to Contractor. Upon termination of this Agreement, Contractor will have the right during the ninety (90) day period following the termination date to purchase licenses of the i-Canvas software at the lesser of the then current price or 80% of the price of i-Canvas at the Effective Date of this Agreement with the i-Canvas license purchased by Contractor being granted on EDT Learning's standard end user license terms. Unless and until this Agreement is terminated, Contractor may modify the source code of the i-Canvas software from time to time for use on a Customer's or Contractor Client's project. Prior to modification, Contractor will notify EDT Learning of the proposed change. Any changes to the i-Canvas software or any other EDT Learning Products or Development Software made by Contractor, regardless of the nature of the change or the timing of the change, will at all times exclusively vest in EDT Learning with all right title and interest in and to the i-Canvas software or any other EDT Learning Products or Development Software, and such changes shall be considered work-for-hire by Contractor on EDT Learning's behalf, without compensation of any nature to Contractor for the work performed or the value of the resulting modified software or product. Except and expressly authorized in writing by EDT Learning, Contractor shall not modify, translate, reverse engineer, de-compile or disassemble the Development Software or the EDT Learning Products or any portion thereof. Contractor agrees that is will use the Development Software only for the purposes of performing Custom Services or developing Courses for Contractor Clients and EDT Learning's Customers. Unless a license is purchased, Contractor agrees that within 30 days after termination of this Agreement, then Contractor will immediately return to EDT Learning all copies of Development Software or the EDT Learning Products, whether in the possession of Contractor or any subcontractor, and the license granted will immediately cease. Contractor will also receive such concurrent user licenses as EDT Learning reasonably determines necessary to use the LearnLinc(RLearnLic(R) virtual classroom software for the exclusive purpose of internal use (the "Internal Use License") by Contractor while this Agreement remains in effect. The Internal Use Licenses will include free maintenance, support and upgrades while this Agreement remains in effect. Contractor will be able to use the Internal Use Licenses for the exclusive purpose of: (a) training its own employees; (b) providing training and support to those person who will be using the Courses created by Contractor; or (c) providing to Customers and Contractor Clients ongoing review and modification of the Courses while in development or during maintenance periods. Contractor shall not use the Internal Use Licenses to compete with EDT Learning and shall not directly or indirectly sell, re-sell, deliver, distribute, transfer, lease, sub-lease, sub-license or otherwise make available for use by an End User the Internal Use Licenses other than those in the direct employment of Contractor.
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