PROGRAMS LICENSE Clause Samples

PROGRAMS LICENSE. COMPANY hereby grants to DISTRIBUTOR a nonexclusive license to use and sublicense to customers the Programs solely in connection with the sale and use of the Equipment as contemplated under this Agreement. Any grant of a sublicense of Programs to a Customer shall be by written sublicense agreement which provides for all terms, conditions, restrictions and requirements as to the ownership, use and confidentiality of such Programs as set forth in, and imposed upon DISTRIBUTOR by, this Agreement. DISTRIBUTOR shall obtain COMPANY'S prior approval of the form of sublicense agreement with Customers. COMPANY shall not assign, transfer, or sublicense any Programs to any third party other than as contemplated in this Agreement, without the express written consent of COMPANY. Notwithstanding any contrary provision in this or in any other agreement between COMPANY and DISTRIBUTOR, COMPANY shall retain all right, title and interest in and to any Programs provided licensed to DISTRIBUTOR or sublicensed to customers in connection with the sale and use of the Equipment being acquired by DISTRIBUTOR or customers hereunder. DISTRIBUTOR agrees to maintain the confidentiality of the Programs and to instruct and obligate its employees and agents to do the same. Without limiting the generality of the foregoing, DISTRIBUTOR shall not reproduce or modify all or any portion of the Programs, nor shall DISTRIBUTOR disclose, sell, sublicense or otherwise transfer or make available all or any portion of the Programs to any third party, without the prior express written consent of COMPANY. In addition to any other remedy COMPANY may have, COMPANY reserves the right to terminate Distributor's license or customers sublicense, if DISTRIBUTOR or customer fails to comply with any term or condition hereof. Distributor's license or customer's sublicense, as the case may be, granted pursuant to this paragraph 6 shall also terminate at such time as DISTRIBUTOR shall permanently cease to use the Equipment. DISTRIBUTOR agrees, upon notice from COMPANY of any termination of the license granted pursuant to this paragraph 6 and, in accordance with any more specific directions from COMPANY, to deliver immediately to COMPANY all Software and copies thereof, and all Firmware chips and printed circuit boards and other tangible items and materials in the possession or custody of DISTRIBUTOR embodying the Programs.