Common use of Residual Knowledge Clause in Contracts

Residual Knowledge. The parties mutually acknowledge that during development of the Client Code and the performance of services hereunder, We and Our personnel and agents have and may become acquainted with certain general ideas, concepts, know-how, methods, techniques, processes, and skills pertaining to the Client Code (the "Residual Knowledge"). Notwithstanding anything in this Agreement to the contrary, and regardless of expiration or termination of this Agreement, Client hereby grants Us a perpetual, worldwide, non-cancelable, irrevocable, royalty free license to use the Residual Knowledge in conducting its business, other than the Client Code or Client's Confidential Information. Such license includes the right for Us to use the Residual Knowledge in providing services and/or creating and licensing programming, technologies, and other materials for Our other clients and for Ourself and Our subsidiaries and affiliates, and Client acknowledges and agrees that it shall not assert against Us, Our personnel, or Our other clients any claim, prohibition, or restraint from using such Residual Knowledge. ANY SUCH LICENSE IS GRANTED "AS IS" AND "WITH ALL FAULTS." CLIENT HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF TITLE. CLIENT SHALL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE USE BY US OF SUCH RESIDUAL KNOWLEDGE AND WE SHALL FOREVER DEFEND, INDEMNIFY AND HOLD HARMLESS CLIENT IN THE EVENT OF ANY CLAIM OR LOSS INCURRED BY CLIENT ARISING OUT OF USE BY US OR OUR AFFILIATES, SUBSIDIARIES, LICENSEES OR ASSIGNEES OF SUCH RESIDUAL KNOWLEDGE.

Residual Knowledge. The parties mutually acknowledge that during development of the Client Code and the performance of services hereunderas provided in Section 1.1 (ix), We Service Provider and Our its personnel and agents have and may become acquainted with certain general ideas, concepts, know-how, methods, techniques, processes, and skills pertaining to the Client Code (the "Residual Knowledge"). Notwithstanding anything in this Agreement to the contrary, and regardless of expiration or termination of this Agreement, Client hereby grants Us Service Provider a perpetual, worldwide, non-cancelable, irrevocable, royalty free license to use the Residual Knowledge in conducting its business, other than the Client Code or Client's Proprietary and Confidential Information. Such license includes the right for Us Service Provider to use the Residual Knowledge in providing services and/or creating and licensing programming, technologies, and other materials for Our Service Provider's other clients and for Ourself Service Provider itself and Our its subsidiaries and affiliates, and Client acknowledges and agrees that it shall not assert against UsService Provider, Our its personnel, or Our Service Provider's other clients any claim, prohibition, or restraint from using such Residual Knowledge. ANY SUCH LICENSE IS GRANTED "AS IS" AND "WITH ALL FAULTS." CLIENT HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF TITLE. CLIENT SHALL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE USE BY US SERVICE PROVIDER OF SUCH RESIDUAL KNOWLEDGE AND WE SERVICE PROVIDER SHALL FOREVER DEFEND, INDEMNIFY AND HOLD HARMLESS CLIENT IN THE EVENT OF ANY CLAIM OR LOSS INCURRED BY CLIENT ARISING OUT OF USE BY US SERVICE PROVIDER OR OUR ITS AFFILIATES, SUBSIDIARIES, LICENSEES OR ASSIGNEES OF SUCH RESIDUAL KNOWLEDGE.

Residual Knowledge. The parties mutually acknowledge that during development of the Client Openclose Code and the performance of services hereunderas provided in Section 1(a)(xi), We MDCM and Our its personnel and agents have and may become acquainted with certain general ideas, concepts, know-how, methods, techniques, processes, and skills pertaining to the Client Openclose Code (the "Residual Knowledge"). Notwithstanding anything in this Agreement to the contrary, and regardless of expiration or termination of this Agreement, Client hereby grants Us MDCM a perpetual, worldwide, non-cancelablenoncancelable, irrevocable, royalty free license to use the Residual Knowledge in conducting its business, other than the Client Openclose Code or Client's Proprietary and Confidential Information. Such license includes the right for Us MDCM to use the Residual Knowledge in providing services and/or creating and licensing programming, technologies, and other materials for Our MDCM's other clients and for Ourself MDCM itself and Our its subsidiaries and affiliates, and Client acknowledges and agrees that it shall not assert against UsMDCM, Our its personnel, or Our MDCM's other clients any claim, prohibition, or restraint from using such Residual Knowledge. ANY SUCH LICENSE IS GRANTED "AS IS" AND "WITH ALL FAULTS." CLIENT HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF TITLE. CLIENT SHALL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH THE USE BY US MDCM OF SUCH RESIDUAL KNOWLEDGE AND WE MDCM SHALL FOREVER DEFEND, INDEMNIFY AND HOLD HARMLESS CLIENT IN THE EVENT OF ANY CLAIM OR LOSS INCURRED BY CLIENT ARISING OUT OF USE BY US MDCM OR OUR ITS AFFILIATES, SUBSIDIARIES, LICENSEES OR ASSIGNEES OF SUCH RESIDUAL KNOWLEDGE.