Common use of RESTRICTIONS AND PROTECTIONS Clause in Contracts

RESTRICTIONS AND PROTECTIONS. 5.1 Without limiting the generality of the restrictions set forth herein, MSC expressly prohibits use of the Software for the following: (i) any training or instructional activity for non-degree seeking students; (ii) any training or instructional activity for any third party that may be a licensee of the Software under separate agreement with MSC; (iii) any commercial purpose, including but not limited to, commercial processing, paid-for consulting, or processing the work of any Customer affiliates; or (iv) developing software for sale or license. 5.2 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (v) disable, modify or circumvent the license management system provided with the Software; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (ix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is

RESTRICTIONS AND PROTECTIONS. 5.1 Without limiting the generality of the restrictions set forth herein, MSC expressly prohibits use of the Software for the following: (i) any training or instructional activity for non-degree seeking students; (ii) any training or instructional activity for any third party that may be a licensee of the Software under separate agreement with MSC; or (iii) any commercial purpose, including but not limited to, commercial processing, paid-for consulting, or processing the work of any Customer affiliates; or (iv) developing software for sale or license. 5.2 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable confidential information and trade secrets of MSC and/or (and its suppliers, as applicable). Accordingly, Customer shall not: : (i) reverse-reverse- engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (v) access or use the Software to provide data processing services to others; (vi) disable, modify or circumvent the license management system or security mechanism provided with the Software, or take any other steps to avoid or defeat the license management system or security mechanisms provided with the Software; (vivii) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (viiviii) disclose results of any Software test or benchmark tests without MSC’s prior written consent; (viiiix) use the Software to develop software applications for use by or distribution to any third party; (x) use the Software or its output for the purposes of developing a competitive product or service; (xi) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (ixxii) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. Customer shall at all times be responsible for its Authorized Users’ compliance with this Agreement. 5.3 Customer may not copy or otherwise reproduce the Software in whole or in part, except (i) as reasonably may be required in conjunction with permitted use under this Agreement and for backup installation into the computer memory for the purpose of executing the Software for licensed use; and/or (ii) to make one copy for back-up purposes. Any such copies made by Customer shall be the property of MSC, and Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software isis installed. 5.4 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC (and/or its suppliers, as applicable). Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by MSC (and/or its suppliers, as applicable). Customer agrees that MSC’s third party suppliers may protect their rights to the extent of their interest in the Software and Documentation. 5.5 Upon fifteen (15) days written notice, MSC or a public accounting firm selected by MSC may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with the audit and provide reasonable assistance and access to information. MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to MSC for which MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which MSC may be entitled.

RESTRICTIONS AND PROTECTIONS. 5.1 Without limiting the generality of the restrictions set forth herein, MSC expressly prohibits use of the Software for the following: (i) any training or instructional activity for non-degree seeking students; (ii) any training or instructional activity for any third party that may be a licensee of the Software under separate agreement with MSC; (iii) any commercial purpose, including but not limited to, commercial processing, paid-for consulting, or processing the work of any Customer affiliates; or (iv) developing software for sale or license. 5.2 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: : (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (v) disable, modify or circumvent the license management system provided with the Software; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (ix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software isis installed. 5.4 The Software and Documentation, and all worldwide intellectual property rights therein, are and remain the property of MSC and/or its suppliers. Nothing in this Agreement will be deemed to convey to Customer any title, ownership, or other intellectual property rights in or related to the Software or Documentation, and Customer agrees not to assert any such rights. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by MSC (and/or its suppliers, as applicable). Customer agrees that MSC’s third party suppliers may protect their rights to the extent of their interest in the Software and Documentation. 5.5 Upon fifteen (15) days written notice, MSC or a public accounting firm selected by MSC may audit Customer’s installation and use of the Software and Documentation. Customer shall cooperate with the audit and provide reasonable assistance and access to information. MSC shall not be responsible for Customer’s costs incurred in cooperating with the audit. 5.6 Customer acknowledges that the obligations of Customer under this Section 5 are of a special and unique character which gives them peculiar value to MSC for which MSC cannot be reasonably or adequately compensated in damages in the event Customer breaches such obligations. Customer therefore agrees that injunctive relief is an appropriate remedy for such breach or threatened breach. Such relief shall be in addition to, and not in lieu of, any other rights or remedies in law or equity to which MSC may be entitled.

RESTRICTIONS AND PROTECTIONS. 5.1 Without limiting the generality of the restrictions set forth herein, MSC expressly prohibits use of the Software for the following: (i) any training or instructional activity for non-degree seeking students; (ii) any training or instructional activity for any third party that may be a licensee of the Software under separate agreement with MSC; (iii) any commercial purpose, including but not limited to, commercial processing, paid-for consulting, or processing the work of any Customer affiliates; or (iv) developing software for sale or license. 5.2 Customer acknowledges that the Software and its structure, organization and source code constitute and contain valuable trade secrets of MSC and/or its suppliers. Accordingly, Customer shall not: (i) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software, or allow any third party to do the foregoing, except to the extent explicitly permitted by applicable law without possibility of contractual waiver; (ii) modify, adapt, alter, translate or create derivative works from the Software or Documentation; (iii) sublicense, rent, loan, lease, sell, or otherwise transfer all or part of the Software or Documentation to any third party except as expressly permitted under this Agreement; (iv) allow any third party to access or use the Software on a service bureau, application service provider, time-sharing, or similar basis; (v) disable, modify or circumvent the license management system provided with the Software; (vi) remove, alter, or obscure any proprietary notices, labels, or marks from the Software or Documentation; (vii) disclose results of any Software benchmark tests without MSC’s prior written consent; (viii) disclose, display, or permit access to or use of the Software or Documentation by persons other than Authorized Users using the Software and Documentation within the scope of the license acquired by Customer; or (ix) otherwise use or copy the Software or Documentation except as expressly permitted under this Agreement. Customer agrees to notify MSC immediately of any unauthorized access to or use of the Software. 5.3 Customer may copy the Software as reasonably required in conjunction with permitted use under this Agreement and for backup purposes. Any such copies made by Customer must reproduce and include, in exact form, all proprietary rights notices. Customer shall maintain records of the location of each copy of the Software, and the location and identity of the computers on which the Software is