Common use of License Terms and Conditions Clause in Contracts

License Terms and Conditions. Any license exercisable pursuant to Section 5.5 hereof to any portion of the Worldspan Software, including all related documentation, in existence (the “Licensed Software”) shall be perpetual, worldwide, non-exclusive, non-sublicensable and non-transferable (except to a Person to which Northwest assigns this Agreement in accordance with the provisions of Section 9.1 hereof) and shall be subject to, and the parties shall comply with, the following terms and conditions: (a) There shall be no charge to Northwest for such license, except that Northwest shall pay, or reimburse Worldspan for, any payments to third parties required in connection with such license, unless such license becomes effective as a result of a Termination at Worldspan’s Expense, in which event Worldspan shall pay, or reimburse Northwest for, any commercially reasonable Software Consent Costs (but not any ongoing or recurring payments) required in connection with such license; provided, however, that the total amount that Worldspan may be required to pay, or reimburse Northwest for, under this subsection (a) shall not exceed $1,000,000 in the aggregate. (b) Upon the request and at the expense of Northwest, Worldspan shall promptly deliver to Northwest a fully executable copy of the Licensed Software, including all related databases. In the event that, along with the Licensed Software, Worldspan delivers to Northwest additional Worldspan Software that cannot be readily separated from the Licensed Software, Northwest agrees that it shall not be authorized to, and shall not, use any such additional Worldspan Software for any purpose and that Worldspan shall be entitled to from time to time, at its expense and in a manner that does not unduly disrupt Northwest’s operations, replace the Licensed Software with a fully executable copy thereof that replaces the prior copy of the Licensed Software in all respects but does not include such additional Worldspan Software. Northwest shall be authorized to make additional copies of the Licensed Software for the purposes permitted herein and may make derivative works from such copies. Any such additional copies and derivative works shall be considered part of the Licensed Software. (c) The Licensed Software may be used only (i) for the internal purposes of the Northwest Service Users and Strategic Partners of Northwest, which internal purposes shall in either case be associated with the air transportation businesses of the Northwest Service Users and Strategic Partners of Northwest, and (ii) for providing Airline Support Services for any Persons. Except as provided in clause (ii) of the preceding sentence, the Licensed Software may not be used by Northwest or any other Northwest Service User or any other Person to conduct any enterprise or business in competition with Worldspan, including, without limitation, operating, maintaining, creating, enhancing, or enlarging a CRS, providing CRS Services to any Person, or providing Internal Reservations Services to any Person other than a Northwest Service User or a Strategic Partner of Northwest. (d) The Licensed Software shall be kept confidential and shall not be disclosed to anyone other than employees of Northwest and other Persons to whom such disclosure has been authorized by Worldspan, including any third party from whom Northwest is entitled to obtain substitute services pursuant to the provisions of Section 8.3(c) or 9.2 hereof, but only during any period that Northwest is so entitled to obtain such substitute services. However, Northwest shall have the right to from time to time have the Licensed Software operated on behalf of Northwest, for the purposes permitted by this Agreement, by a third party that has executed and delivered to Worldspan a written commitment, containing terms consistent with the provisions of Section 6.2(b) hereof, to keep the Licensed Software confidential and not use it for any purpose other than as permitted by this Section 5.6. (e) Notwithstanding anything in this Section 5.6 to the contrary, any license exercisable pursuant to Section 5.5 hereof shall become transferable and the provisions of subsections (c) and (d) of this Section 5.6 shall no longer be applicable or enforceable if and when Worldspan is dissolved and its affairs wound up. (f) Notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges that any violation of the provisions of this Section 5.6 may cause irreparable injury to the other party and that, in addition to any other remedies available to it, the other party may be entitled to injunctive relief, specific performance, and other equitable remedies. (g) If requested by either party hereto, the parties shall execute and deliver such additional documents as either party hereto may reasonably determine is necessary or advisable to properly document any license that becomes exercisable pursuant to the provisions of Section 5.5 hereof. However, any failure to execute and deliver any such additional documents shall not affect the validity of any such license.

License Terms and Conditions. Any license exercisable pursuant to Section 5.5 hereof to any portion of the Worldspan Software, including all related documentation, in existence (the “Licensed Software”) shall be perpetual, worldwide, non-exclusive, non-sublicensable and non-transferable (except to a Person to which Northwest Delta assigns this Agreement in accordance with the provisions of Section 9.1 hereof) and shall be subject to, and the parties shall comply with, the following terms and conditions: (a) There shall be no charge to Northwest Delta for such license, except that Northwest Delta shall pay, or reimburse Worldspan for, any payments to third parties required in connection with such license, unless such license becomes effective as a result of a Termination at Worldspan’s Expense, in which event Worldspan shall pay, or reimburse Northwest Delta for, any commercially reasonable Software Consent Costs (but not any ongoing or recurring payments) required in connection with such license; provided, however, that the total amount that Worldspan may be required to pay, or reimburse Northwest Delta for, under this subsection (a) shall not exceed $1,000,000 in the aggregate. (b) Upon the request and at the expense of NorthwestDelta, Worldspan shall promptly deliver to Northwest Delta a fully executable copy of the Licensed Software, including all related databases. In the event that, along with the Licensed Software, Worldspan delivers to Northwest Delta additional Worldspan Software that cannot be readily separated from the Licensed Software, Northwest Delta agrees that it shall not be authorized to, and shall not, use any such additional Worldspan Software for any purpose and that Worldspan shall be entitled to from time to time, at its expense and in a manner that does not unduly disrupt NorthwestDelta’s operations, replace the Licensed Software with a fully executable copy thereof that replaces the prior copy of the Licensed Software in all respects but does not include such additional Worldspan Software. Northwest Delta shall be authorized to make additional copies of the Licensed Software for the purposes permitted herein and may make derivative works from such copies. Any such additional copies and derivative works shall be considered part of the Licensed Software. (c) The Licensed Software may be used only (i) for the internal purposes of the Northwest Delta Service Users and Strategic Partners of NorthwestDelta, which internal purposes shall in either case be associated with the air transportation businesses of the Northwest Delta Service Users and Strategic Partners of NorthwestDelta, and (ii) for providing Airline Support Services for any Persons. Except as provided in clause (ii) of the preceding sentence, the Licensed Software may not be used by Northwest Delta or any other Northwest Delta Service User or any other Person to conduct any enterprise or business in competition with Worldspan, including, without limitation, operating, maintaining, creating, enhancing, or enlarging a CRS, providing CRS Services to any Person, or providing Internal Reservations Services to any Person other than a Northwest Delta Service User or a Strategic Partner of NorthwestDelta. (d) The Licensed Software shall be kept confidential and shall not be disclosed to anyone other than employees of Northwest Delta and other Persons to whom such disclosure has been authorized by Worldspan, including any third party from whom Northwest Delta is entitled to obtain substitute services pursuant to the provisions of Section 8.3(c) or 9.2 hereof, but only during any period that Northwest Delta is so entitled to obtain such substitute services. However, Northwest Delta shall have the right to from time to time have the Licensed Software operated on behalf of NorthwestDelta, for the purposes permitted by this Agreement, by a third party that has executed and delivered to Worldspan a written commitment, containing terms consistent with the provisions of Section 6.2(b) hereof, to keep the Licensed Software confidential and not use it for any purpose other than as permitted by this Section 5.6. (e) Notwithstanding anything in this Section 5.6 to the contrary, any license exercisable pursuant to Section 5.5 hereof shall become transferable and the provisions of subsections (c) and (d) of this Section 5.6 shall no longer be applicable or enforceable if and when Worldspan is dissolved and its affairs wound up. (f) Notwithstanding anything in this Agreement to the contrary, each party hereto acknowledges that any violation of the provisions of this Section 5.6 may cause irreparable injury to the other party and that, in addition to any other remedies available to it, the other party may be entitled to injunctive relief, specific performance, and other equitable remedies. (g) If requested by either party hereto, the parties shall execute and deliver such additional documents as either party hereto may reasonably determine is necessary or advisable to properly document any license that becomes exercisable pursuant to the provisions of Section 5.5 hereof. However, any failure to execute and deliver any such additional documents shall not affect the validity of any such license.