Common use of License Terms and Restrictions Clause in Contracts

License Terms and Restrictions. Owner agrees to the following terms and restriction on its use of the WINDS Software: 2.1 The WINDS Software shall be used: (i) solely at the Owner's facility in connection with the Project, and (ii) on no more than one computer by one user at a time. Owner agrees to operate the software only as prescribed in the user manuals. 2.2 In no event shall Owner delete, remove, erase, obliterate or otherwise deface any form of marking appearing on or contained in the WINDS Software or any part thereof which is a notice relating to either ownership of the WINDS Software or to the intellectual property rights of Contractor subsisting in or relating to the WINDS Software. 2.3 Owner agrees that it shall not: (i) reverse engineer, disassemble, decompile, interrogate or decode the WINDS Software or any data files created by or associated with the WINDS Software; (ii) derive source code, methodologies or proprietary algorithms from the WINDS Software; (iii) copy or modify the WINDS Software or otherwise create any derivative work from the WINDS Software; (iv) assert the invalidity or contest the ownership by Contractor of the WINDS Software, either as a complete or partial defense to any claim made by Contractor or any third party, or (v) take any action which may prejudice the validity of Contractor's rights, title and interest in and to the WINDS Software. 2.4 Owner agrees and acknowledges that: (i) the WINDS Software is an unpublished, licensed work and contains trade secrets of Contractor; (ii) Contractor derives independent economic benefits from its ownership and use of the WINDS Software; (iii) Contractor maintains the WINDS Software in confidence and uses reasonable precautions to protect the WINDS Software from unauthorized disclosure and/or use, and (iv) all property in the WINDS Software and the media upon which it is embodied and all intellectual property rights (including copyrights) subsisting in or relating to the WINDS Software are the exclusive property of Contractor and Owner's right to use the WINDS Software is limited to and arises only out of the licenses granted pursuant to this license and is subject to the superior rights of Contractor. 2.5 Owner agrees that it shall not, at any time during or after the term of this license, sell, assign, lease, sublease, license, sublicense or otherwise transfer the WINDS Software. 2.6 Owner agrees that it shall not reexport, directly or indirectly, all or any portion of the WINDS Software or any other technical data that it may receive hereunder.