Common use of License and Ownership Clause in Contracts

License and Ownership. 2.1 Subject to the terms and conditions of this License Agreement, and the rights reserved to DOE and AT&T, Sandia hereby grants VIGA a nontransferable, limited exclusive, worldwide right and license to use and reproduce Sandia Software, a license to develop Derivative Works of Sandia Software, and a right to distribute and sublicense VIGA Software. 2.2 Provided that VIGA meets its performance obligations under Article III, Sandia agrees to refrain from executing additional licenses of Sandia Software and Sandia Patent Rights for a period of five (5) years from the effective date of this License Agreement. At the end of the five (5) year period, VIGA may request an extension of time in which Sandia will refrain from executing additional licenses. Sandia has the right to make the final decision concerning such an extension at this time. In the event that VIGA's request for such an extension of time is denied by Sandia, a nonexclusive license will automatically issue and continue in force to VIGA upon payment of royalties as set forth in this License Agreement. 2.3 Sandia further grants to VIGA the right to extend the right and license granted it under Paragraph 2.1 of Article II to each of VIGA's Affiliates upon Sandia's prior written approval of each such extension, which approval will not be unreasonably withheld, provided that each such Affiliate licensed by extension, hereinafter "Licensed Affiliate," agrees to be bound by all of the terms and conditions of this License Agreement to the same extent as VIGA. Upon such extension to a Licensed Affiliate, VIGA as used herein shall be deemed to include any and all Licensed Affiliates. For the purposes of this License Agreement, the operations of such Licensed Affiliates shall be deemed to be the operations of VIGA who shall be primarily responsible therefor. 2.4 Sandia further grants VIGA the right to use, reproduce and distribute Sandia Promotional Material provided that the Sandia Thunderbird logo and references to Sandia, Sandia National Laboratories, SNL or Sandia Corporation are removed from any and all reproductions of Sandia Promotional Material which VIGA distributes. 2.5 Sandia further grants VIGA the right to sublicense VIGA Software to others, including VARs, to market and distribute VIGA Software to end-users, alone or in combination with other software, as well as the right to produce Derivative Works of VIGA Software, provided that such Sublicensees agree to be bound to the terms of this License Agreement to the same extent as VIGA. 2.6 Subject to the terms and conditions of this License Agreement, VIGA hereby grants Sandia, a paid-up, irrevocable, nonexclusive, license to use and reproduce VIGA Software, and to develop Derivative Works based on VIGA Software. Sandia's right and license to use and copy VIGA Software shall be limited to internal use at Sandia. 2.7 Sandia shall retain ownership of Sandia Software at all times. Therefore, no ownership interest in Sandia Software is transferred to VIGA under this License Agreement. Sandia reserves the right to create derivative works to Sandia Software. 2.8 VIGA shall retain ownership of VIGA Software at all times. Therefore, no ownership interest in VIGA Software is transferred to Sandia under this License Agreement. 2.9 Express or implied rights beyond the scope of Article II are expressly excluded. Specifically excluded from the grants under Article II are the right to sell, lease or transfer all or any part of Sandia Software to others separate and apart from VIGA Software. * OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

License and Ownership. 2.1 Subject to the terms and conditions of this License Agreement, and the rights reserved to DOE and AT&T, Sandia 3.1 ZACKS hereby grants VIGA to 5th Ave a nontransferable, limited exclusive, non-exclusive worldwide royalty-free right and license to use copy and reproduce Sandia Software, a license to develop Derivative Works of Sandia Software, incorporate the Information all video and a right to distribute audio produced by ZACKS and sublicense VIGA Software. 2.2 Provided that VIGA meets its performance obligations under Article III, Sandia agrees to refrain from executing additional licenses of Sandia Software 5th Avenue Channel into the 5th Ave's Internet sites and Sandia Patent Rights for a period of five (5) years from the effective date of this License Agreement. At the end of the five (5) year period, VIGA may request an extension of time in which Sandia will refrain from executing additional licenses. Sandia has the right Television C▇▇▇▇▇▇ ▇▇▇ to make the final decision concerning information available to users of the 5th Ave's Internet sites to be viewed, downloaded or copied in any form deemed appropriate by 5th Ave. This shall include, but not be limited to, putting the ZACKS Information into digital electronic form and continuing the ZACKS Information with other images, photographs, animation, video, audio, text, user interfaces, software and other information as 5th Ave may choose. However, the ZACKS Wall Street Source news is only to be used in the television programming aspect of this Agreement. Under no circumstance should the ZWSS News be posted on any internet site that 5TH AVENUE CHANNEL CORP is the owner, operator or partner of. Posting of the ZWSS news on the internet is in violation of this Agreement and such an extension at action would constitute termination of this timeentire Agreement effective immediately. In the event that VIGA's request for such an extension of time is denied by Sandia, a nonexclusive license will automatically issue and continue in force to VIGA upon payment of royalties as set forth in this License Agreement. 2.3 Sandia further ZACKS hereby grants to VIGA the right to extend the 5th Ave an exclusive, worldwide royalty-free right and license to copy and incorporate the Information into the 5th Ave's television stations, programs, affiliates, satellites and paid programming. 5th Ave shall also have the exclusive right to use the ZACKS name and information in television as well as the rights to have it co-branded with ZACKS and 5thavenuechannel. 3.2 Except for the licenses granted it under Paragraph 2.1 of Article II to each of VIGA's Affiliates upon Sandia's prior written approval of each such extensionherein, which approval will not be unreasonably withheld, provided that each such Affiliate licensed by extension, hereinafter "Licensed Affiliate," agrees to be bound by ZACKS shall retain all of the terms ownership rights in and conditions of this License Agreement to the same extent as VIGAInformation. Upon such extension to a Licensed Affiliate, VIGA as used Nothing contained herein shall be deemed to include transfer to 5th Ave any and all Licensed Affiliatesownership rights therein. For the purposes of this License AgreementSpecifically, the operations of such Licensed Affiliates shall be deemed to be the operations of VIGA who shall be primarily responsible therefor. 2.4 Sandia further grants VIGA 5th Ave does not have the right to use, reproduce and distribute Sandia Promotional Material provided that resell or redistribute the Sandia Thunderbird logo and references Information in any form to Sandia, Sandia National Laboratories, SNL or Sandia Corporation are removed from any and all reproductions of Sandia Promotional Material which VIGA distributesparties. 2.5 Sandia further grants VIGA the right 3.3 Nothing in this Agreement shall impair 5th Ave rights at all times to sublicense VIGA Software make use of, without obligation to othersZACKS, including VARssimilar information which has been, to without infringement upon ZACKS copyright or trade secrets, independently obtained by 5th Ave or which have become publicly known, whether before or after execution of this Agreement. Furthermore, 5th Ave may procure, market and distribute VIGA Software to end-users, alone or in combination display information at any time which may be competitive with other software, as well as the right to produce Derivative Works of VIGA Software, provided that such Sublicensees agree to be bound to the terms of this License Agreement to the same extent as VIGAInformation contemplated herein. 2.6 Subject to the terms and conditions of this License Agreement, VIGA hereby grants Sandia, a paid-up, irrevocable, nonexclusive, license to use and reproduce VIGA Software, and to develop Derivative Works based on VIGA Software. Sandia's right and license to use and copy VIGA Software shall be limited to internal use at Sandia. 2.7 Sandia shall retain ownership of Sandia Software at all times. Therefore, no ownership interest in Sandia Software is transferred to VIGA under this License Agreement. Sandia reserves the right to create derivative works to Sandia Software. 2.8 VIGA shall retain ownership of VIGA Software at all times. Therefore, no ownership interest in VIGA Software is transferred to Sandia under this License Agreement. 2.9 Express or implied rights beyond the scope of Article II are expressly excluded. Specifically excluded from the grants under Article II are the right to sell, lease or transfer all or any part of Sandia Software to others separate and apart from VIGA Software. * OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.