Common use of Provider Software Clause in Contracts

Provider Software. Provider shall, in each Work Order, list the Provider Owned Software and Provider Licensed Software (subject to the restrictions set forth in the second to last sentence of this Section 9.3), if any, that will be incorporated into any Deliverable or that will be necessary to be used by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate in order to Use the Services or the Deliverables, each such SOW to be updated from time to time by Provider as needed with the prior approval of the applicable ▇▇▇▇▇▇▇ SOW Manager. Unless otherwise stated in a Work Order, Provider shall be solely responsible for obtaining, installing, operating and maintaining at its expense any Provider Software needed to provide the Services or the Deliverables or necessary for ▇▇▇▇▇▇▇ to Use the Services or the Deliverables, including the payment of all applicable fees and obtaining applicable Permits. Without ▇▇▇▇▇▇▇ prior written consent, Provider shall not incorporate into any Deliverable or otherwise use in performing the Services any (i) Third Party Software including any Provider Licensed Software; or (ii) Provider Proprietary Materials (as defined in Section 9.4 below) even if such Third Party Software or Provider Proprietary Material is generally commercially available. Provider hereby grants to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Affiliates a nonexclusive, irrevocable, fully paid, perpetual and worldwide license to Use any Provider Software that is incorporated into any Deliverables or that is necessary to be used by ▇▇▇▇▇▇▇ or any ▇▇▇▇▇▇▇ Affiliate in order to Use the Services or the Deliverables, and any resulting ▇▇▇▇▇▇▇ Modifications, and to sublicense or authorize any third parties to do, at ▇▇▇▇▇▇▇ election, any, some or all of the foregoing, solely to the extent necessary to Use the Services and/or Deliverables. Provider shall clearly identify, in the Deliverables software code itself, all Provider Software that is so incorporated in any Deliverables. The foregoing license shall not authorize ▇▇▇▇▇▇▇ to knowingly separate the Provider Software from the Work Product for the purpose of selling or licensing such Provider Software in any way as a stand-alone product or development tool to third parties (other than ▇▇▇▇▇▇▇ Affiliates) for value. “