Common use of PROGRAMS LICENSE Clause in Contracts

PROGRAMS LICENSE. IDSI hereby grants to DISTRIBUTOR/PURCHASER a nonexclusive license to use the Programs solely in connection with the use of the EQUIPMENT. DISTRIBUTOR/PURCHASER shall not assign, transfer, or sublicense any Programs to any third party, without the express written consent of IDSI. IDSI shall retain all right, title and interest in and to any Programs provided or licensed to DISTRIBUTOR/PURCHASER. DISTRIBUTOR/PURCHASER 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/PURCHASER shall not reproduce or modify all or any portion of the Programs, nor shall DISTRIBUTOR/PURCHASER 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 IDSI. In addition to any other remedy IDSI may have, IDSI reserves the right to terminate DISTRIBUTOR/PURCHASER's license if DISTRIBUTOR/PURCHASER fails to comply with any term or condition hereof. DISTRIBUTOR/PURCHASER's license, granted pursuant to this paragraph 6 shall also terminate at such time as DISTRIBUTOR/PURCHASER shall permanently cease to use the EQUIPMENT. DISTRIBUTOR/PURCHASER agrees, upon notice from IDSI of any termination of the license granted pursuant to this paragraph 6 and, in accordance with any more specific directions from IDSI, to deliver immediately to IDSI all Software and copies thereof, and all Firmware

PROGRAMS LICENSE. IDSI hereby grants to DISTRIBUTOR/PURCHASER a nonexclusive license to use the Software Programs solely in connection with the use of the EQUIPMENT. DISTRIBUTOR/PURCHASER shall not assign, transfer, or sublicense any Programs to any third party, without the express written consent of IDSI. IDSI shall retain all right, title and interest in and to any Programs provided or licensed to DISTRIBUTOR/PURCHASER. DISTRIBUTOR/PURCHASER 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/PURCHASER shall not reproduce or modify all or any portion of the Programs, nor shall DISTRIBUTOR/PURCHASER 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 IDSI. In addition to any other remedy IDSI may have, IDSI reserves the right to terminate DISTRIBUTOR/PURCHASER's license if DISTRIBUTOR/PURCHASER fails to comply with any term or condition hereof. DISTRIBUTOR/PURCHASER's license, granted pursuant to this paragraph 6 7 shall also terminate at such time as DISTRIBUTOR/PURCHASER shall permanently cease to use the EQUIPMENT. DISTRIBUTOR/PURCHASER agrees, upon notice from IDSI of any termination of the license granted pursuant to this paragraph 6 7 and, in accordance with any more specific directions from IDSI, to deliver immediately to IDSI 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/PURCHASER embodying the Programs. As used herein, the word "Programs" shall include IDSI' Firmware and Software, each of which is defined as follows: (a) "Firmware" shall mean all fixed electrical