Common use of Preexisting works Clause in Contracts

Preexisting works. (a) In the event that any Deliverable or part thereof constitutes a Derivative Work of any preexisting works owned by either party, or in the event either party requires the other party's preexisting works in order to perform under this Agreement, each party hereby grants to the other party and its Affiliates a non-exclusive, worldwide, royalty-free right and license to use, execute, reproduce, display, perform and distribute internally such preexisting works for the sole and limited purpose of developing the Deliverables and performing the Services in accordance with this Agreement. All rights not granted herein are specifically reserved. For purposes of this Section 5.2, "preexisting works" shall include, but not be limited to, the Specifications (including the specifications for the [*] and [*] systems) and "SBCL SCAN" software, in the case of SBCL, and the "Provider Link" software, in the case of ACTAMED. (b) In the event that any Deliverable or part thereof constitutes a Derivative Work of preexisting works not owned by SBCL or ACTAMED, SBCL or ACTAMED, as the case may be, shall ensure that the other party and its Affiliates have a non-exclusive, worldwide, royalty-free right and license to use, execute, reproduce, display, perform and distribute internally such preexisting works for the sole and limited purpose of developing the Deliverables and performing the Services in accordance with this Agreement. SBCL and ACTAMED each agree to notify the other party in writing of any pre-existing work, or portion thereof, which either or them does not own prior to the incorporation of such pre-existing work in the Deliverables. Such notice shall identify: (i) the pre-existing work which is not owned, (ii) the owner of such pre-existing work, (iii) SBCL's or ACTAMED's, as the case may be, right to use such pre-existing work, (iv) the nature of SBCL's or ACTAMED's right to grant to the other party the license contemplated herein, and (v) it shall grant the other party the aforesaid rights and license.