Grant of Source Code License Sample Clauses
The Grant of Source Code License clause defines the terms under which one party is permitted to use, modify, and sometimes distribute the source code of a software product. Typically, this clause specifies the scope of the license—such as whether it is exclusive or non-exclusive, transferable or non-transferable—and may outline any restrictions or obligations, like prohibiting commercial use or requiring attribution. Its core function is to clearly establish the rights and limitations regarding source code access, thereby preventing misunderstandings and protecting the interests of both the licensor and licensee.
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Grant of Source Code License. (a) Subject to the terms of this Agreement, Service Provider hereby grants, and Novation, VHA, UHC and HPPI each hereby accepts, a nontransferable, non-assignable (except to Affiliates of Novation, VHA, UHC or HPPI), non-exclusive, limited and royalty-free license to modify and use the __________ Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. GHX Exchange Software solely in accordance with this Section 6.4.3; provided, however, that Novation, VHA, UHC and HPPI each agrees not to exercise its rights under such license to the GHX Exchange Software unless and until the occurrence of an Activation Event. Upon such occurrence, Novation, VHA, UHC and HPPI each may use the GHX Exchange Software to operate the GHX Exchange solely for the benefit of Participating Members and limited to the extent necessary to cause Suppliers' products to remain available for purchase by Participating Members. Subject to the conditions set forth herein, Novation, VHA, UHC and HPPI each shall have the right to run such software on an unlimited number of servers which it controls and shall ensure that no distribution of such software is permitted to any third party.
(b) Novation's, VHA's, UHC's and HPPI's license to use the GHX Exchange Software set forth in Section 6.4.3(a) is limited solely to the extent necessary to enable Participating Members to use the GHX Exchange in the state it exists as of the date of an Activation Event, and only for such limited purpose. Novation, VHA, UHC and HPPI will each be entitled: (i) to modify and make derivative works of the Client Software; (ii) to use, reproduce, transmit and copy the Client Software, and (iii) to sublicense the Client Software to Participating Members; provided, however, Novation, VHA, UHC and HPPI each agrees not to use, reproduce, transmit, copy, distribute or sublicense the Client Software until the occurrence of an Activation Event.
(c) In connection with the license granted under Section 6.4.3(a), Novation, VHA, UHC and HPPI each shall have the right to use Updates to the Client Software that may become available to Participating Members. Upon such availability of Updates to the Client Software or GHX Exchange Software, as the case may be, Service Provider shall provide each of Novation, VHA, UHC and HPPI with one copy of each such Update (in object code form only) without additional charge. Additionally, every six months during the Term of t...
Grant of Source Code License. The term „Source Code“ means the preferred form of the Original Work for making modifications to it and all available documentation describing how to modify the Original Work. Licensor agrees to provide a machine-readable copy of the Source Code of the Original Work along with each copy of the Original Work that Licensor distributes. Licensor reserves the right to satisfy this obligation by placing a machine-readable copy of the Source Code in an information repository reasonably calculated to permit inexpensive and convenient access by You for as long as Licensor continues to distribute the Original Work.
Grant of Source Code License. 24 6.4.4 Third Party Technology 26 6.4.5 Source Code Escrow. 26 6.4.6 Proprietary Rights; Restrictions 28 7. FEES AND TAXES 28 7.1 Fees 28 7.2 Taxes 29 7.3 Other Expenses 29 7.4 Payment Terms 29 7.4.1 Invoices 29 7.4.2 Payments 29 7.4.3 Credits 29 7.5 Member-Based Pricing 29 7.5.1 Conversion to Member-Based Pricing 29 7.5.2 [*****] Member-Based Pricing 30
Grant of Source Code License. Upon the Effective Date, PlanetCAD grants to Dassault Systemes a fully-paid, royalty-free, non-exclusive, non-transferable, worldwide license:
(i) To use the Source Code of the Product(s) only to support and maintain the Users, directly, should PlanetCAD be in material breach of its maintenance obligations as provided for under Exhibit D.
(ii) To distribute Source Code of the Product(s) only to the extent necessary to fulfill any contractual source code escrow obligations of third party agreements relating to the sale and distribution of the Product(s). The distribution right set forth herein is subject to (a) Dassault Systemes giving PlanetCAD reasonable notice of such contractual source code escrow obligations and (b) PlanetCAD's approval, which shall not be unreasonably withheld or delayed. PlanetCAD agrees to deliver to Dassault Systemes a copy of the Product(s) Source Code for any delivery of the master CD related to the Product(s). Such delivery will take place before the initial launching of the Product(s) distribution and will be made for any update of the Product(s).
Grant of Source Code License. (a) Augment hereby grants to Avid a non-exclusive, irrevocable, perpetual license to use, modify, copy, or make derivative works of the Source Code to the extent expressly provided in this Section 2 and solely at the Designated Location for the consideration set forth in Section 2(c) and subject to the terms and conditions otherwise set forth in this Agreement (the "Source Code License"). Subject to the terms and conditions of this Agreement, Augment further grants to Avid a non-exclusive, irrevocable, perpetual license under any patents, copyrights, trade secrets or other intellectual property rights owned or licensed by Augment at any time during the terms of this Agreement to the extent necessary to exercise any right and license granted under this Agreement. The Source Code License is non-transferable, non-assignable, and without the right to sub-license, except in connection with the sale to any Person (a "Permitted Sublicensee") of a line of Avid's business that includes the transfer of substantially all rights in one or more products related to the Software and all obligations under this Agreement. Notwithstanding any other provision in this Agreement, the Source Code License shall not include any right to market, distribute, or publicly perform or display any form of the Source Code, or to make the Source Code available to any Person that is not an employee or an Independent Contractor or Permitted Sublicensee of Avid modifying or making derivative works of the Software on behalf of Avid.
(b) RIGHTS GRANTED BY THE SOURCE CODE.
(i) Avid shall exclusively own all right, title, and interest in any Avid Derived Works of the Source Code and associated Binary Code only to the extent of Avid's modifications or alterations to the Source Code.
(ii) Avid agrees to give notice of Augment's proprietary interest in the Software and the provisions of this Agreement to any Avid employee to whom the Source Code is made available. Avid shall require any Independent Contractor granted access to or information about the Source Code to execute a Non-Disclosure Agreement containing substantially the provisions in the form attached as Schedule C.
(iii) In no case shall Avid have any ownership interest in Augment's SOURCE CODE OR preexisting work embodied in the Software, nor shall any aspect of the Source Code License affect the scope, duration, ownership, or substance of Augment's ownership interest in the SOURCE CODE OR THE Software.