Common use of Pre-Existing Intellectual Property Clause in Contracts

Pre-Existing Intellectual Property. a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with this Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with this Agreement and for HP to comply with the Prime Agreement. b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. (a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with this the Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with this the Agreement and for HP to comply with the Prime Agreement. (b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. (c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.,

Pre-Existing Intellectual Property. a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with this Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with this Agreement and for HP to comply with the Prime Agreement. b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. (a) Each Party shall retain ownership of its Pre-existing Intellectual Property. (b) Subject to the terms of this Agreement, the Supplier grants UBS and the UBS Affiliates a perpetual, world-wide, royalty-free, non-exclusive, transferable and non-revocable licence to use, copy, modify, adapt and sublicense and to permit the clients, potential clients, outsourcing companies and contractors of UBS and UBS Affiliates to use the Supplier’s Pre-existing Intellectual Property as is necessary for UBS to use the Work Products incorporating the Supplier’s Pre-existing Intellectual Property or as is necessary to gain the benefit of the Services, for the purposes for which such Work Products were designed and intended. UBS agrees that it will not sublicence, sell, use or transfer such Supplier’s Pre-existing Intellectual Property on a stand-alone basis. (c) In the case of any Supplier or Pre-existing Intellectual Property licensed from a third party and is incorporated or provided in conjunction with in any Work Product, the Supplier warrants that it will have obtained any necessary authority, permission or licence from the relevant third party to grant a licence in the same terms as set out in Clause 5.1(b) above. To the extent set out in a Task Order, UBS will be responsible for procuring any Third Party Software which is necessary to enable it to receive the benefit of the Services and which has been specifically detailed in the relevant Task Order. In the event that the Supplier is to grant UBS a licence to any Third Party Software, any additional licence terms to those set out above will be set out expressly in the relevant Task Order or agreed in writing by UBS. (d) UBS grants the Supplier a royalty free, non-exclusive licence to use the UBS Pre-Existing Intellectual Property in connection with this Agreement unless Supplier has to the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are extent necessary to enable Supplier it to comply with this Agreement provide the Services, and for HP to comply with the Prime Agreementno other purpose. b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with this Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with this Agreement and for HP to comply with the Prime Agreement. b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable irrevocable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP the property and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. (a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with this the Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with this the Agreement and for HP to comply with the Prime Agreement. (b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable irrevocable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP the property and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. (c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. (a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with this the Agreement unless Supplier has the right to use it for HPHPE’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with this the Agreement and for HP HPE to comply with the Prime Agreement. (b) Supplier grants HP HPE a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP HPE and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HPHPE, or the HP HPE group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. (c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP HPE as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP HPE shall include approval in accordance with HPHPE’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP HPE against any losses and liability incurred by HP HPE and HPHPE’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. a) 14.2.1. Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with this the Agreement unless Supplier has the right to use it for HPPerspecta’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with this the Agreement and for HP Perspecta to comply with the Prime Agreement. b) 14.2.2. Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in will not use any Supplier and or third party Pre-existing Existing Intellectual Property in connection with the Agreement unless Supplier has the right to use it for Perspecta’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, enable Supplier to comply with the license including Agreement and for Perspecta to comply with the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the worldPrime Agreement. c) 14.2.3. Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP Perspecta as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP Perspecta shall include approval in accordance with HPPerspecta’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP Perspecta against any losses and liability incurred by HP Perspecta and HPPerspecta’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with this Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as that are necessary to enable Supplier to comply with this Agreement and for HP to comply with the Prime Agreement. b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable irrevocable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP the property and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. a) Supplier Subject to Section 4.3, the parties acknowledge and agree that any proprietary property, including any copyrights, trademarks, service marks, trade names, trade dress, patents or other intellectual property, that has been or will not use any Supplier be provided by either party to the other party hereunder that has been previously developed or third created by, or licensed to such party Pre-Existing Intellectual Property in connection with this Agreement unless Supplier has or such Affiliate prior to the right to use it for HP’s or Customer’s benefit. If Supplier is not Effective Date, will remain the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with this Agreement sole and for HP to comply with the Prime Agreement. b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term exclusive property of the relevant rightsproviding party. Each of the parties will take such action (including signature and assistance in preparation of documents or the giving of testimony) and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that as may be needed for Supplier requested by the providing party to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplierconfirm such providing party’s intellectual property rights and ownership of any intellectual property. Provider Ownership of Developments. Subject to Section 4.2(c) and Section 4.3, all deliverables, concepts, works, information, data, and other ideas and materials, including, without limitation, source code and executable code, developed, invented, prepared or similar proprietary rights anywhere discovered by BBTV or any of its employees, agents or contractors, either alone or in the world. c) Supplier will not incorporate collaboration with others, which result from or are suggested by any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOWwork BBTV may do for Provider, (iicollectively, the “Developments”) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOWtrademark, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materialstrade secret, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables copyright, patent, common law right, or any other materials supplied proprietary right in such Developments shall be the sole property of Provider and Provider shall own such rights in all media now known or hereafter devised throughout perpetuity. BBTV agrees to assign to Provider BBTV’s entire right and interest in any such Development, and will execute any documents in connection therewith that Provider may reasonably request; provided that to the fullest extent permissible by Supplierapplicable law, any and all copyrightable aspects of the Developments shall be considered “works made for hire.” BBTV agrees to enter into agreements with all of its employees, agents and contractors necessary to establish Provider sole ownership in the Developments. Supplier BBTV hereby appoints Provider as its true and lawful attorney-in-fact with the right to execute assignments of and to register any and all rights to the Developments. This appointment is coupled with an interest and shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due survive termination of this Agreement. The foregoing does not apply to failure of Supplier to meet any of BBTV’s Reserved Technology (as defined below) which remains the requirements sole property of BBTV. Included in Provider’s rights, without limitation, is the right but not the duty to use, adapt and cut, edit, add to, subtract from, arrange, re-arrange and/or revise any Developments or any part thereof, in any of manner Provider may determine in its sole discretion, and to combine the third party licensessame with any other works, and to copy, publish, reproduce, record, transmit, broadcast and to communicate the same by any and all means now known or hereafter devised publicly or privately, for profit or non-profit or otherwise.