Common use of License Terms Clause in Contracts

License Terms. (a) ▇▇▇ agrees to grant to Customer a license to use Deliverables under the terms set out in the Appendices. (b) Sun or its independent audit firm may, upon reasonable notice, request, access, examine and audit the records, systems, facilities and records of Customer to ensure compliance with any license granted by Sun including the Compliance records described in Section 5.3 below (no more than one time per year unless an audit indicates that Customer is in breach of the Agreement, in which case Sun may conduct an extra audit within six (6) months) to the extent necessary to determine Customer's compliance with Sun's license grants and Customer's compliance with U.S. trade laws. Any audit will be performed with ▇▇▇ giving Customer written notice reasonably in advance and such audits will be conducted during Customer's regular business hours and in a manner that avoids unreasonable interference with Customer's business operations. All information obtained from Customer pursuant to this section will be subject to the Confidentiality section of this Agreement and any other confidentiality, security and privacy obligations to which Customer is legally bound (which will be made available in hard copy to Sun). (c) Customer acknowledges that any breach or threatened breach of any license involving unauthorized use of Sun's intellectual property will result in irreparable harm to Sun for which damages may not be an adequate remedy. In addition to the rights and remedies otherwise available at law, ▇▇▇ is entitled to equitable relief, including injunction, in the event of such breach, without the necessity of posting a bond. (d) Customer may not alter or obscure any proprietary rights notice appearing on any Sun-supplied materials, and must include such notices on any copies. (e) Breaches of any license granted under this Exhibit are excluded from the Limitation of Liability provision of this Agreement.

License Terms. (a) ▇▇▇ Sun agrees to grant to Customer a license to use Deliverables under the terms set out in the Appendices. (b) Sun or its independent audit firm may, upon reasonable notice, request, access, examine and audit the records, systems, facilities and records of Customer to ensure compliance with any license granted by Sun including the Compliance records described in Section 5.3 below (no more than one time per year unless an audit indicates that Customer is in breach of the Agreement, in which case Sun may conduct an extra audit within six (6) months) to the extent necessary to determine Customer's compliance with Sun's license grants and Customer's compliance with U.S. trade laws. Any audit will be performed with ▇▇▇ Sun giving Customer written notice reasonably in advance and such audits will be conducted during Customer's regular business hours and in a manner that avoids unreasonable interference with Customer's business operations. All information obtained from Customer pursuant to this section will be subject to the Confidentiality section of this Agreement and any other confidentiality, security and privacy obligations to which Customer is legally bound (which will be made available in hard copy to Sun). (c) Customer acknowledges that any breach or threatened breach of any license involving unauthorized use of Sun's intellectual property will result in irreparable harm to Sun for which damages may not be an adequate remedy. In addition to the rights and remedies otherwise available at law, ▇▇▇ Sun is entitled to equitable relief, including injunction, in the event of such breach, without the necessity of posting a bond. (d) Customer may not alter or obscure any proprietary rights notice appearing on any Sun-supplied materials, and must include such notices on any copies. (e) Breaches of any license granted under this Exhibit are excluded from the Limitation of Liability provision of this Agreement.