RESTRICTIONS ON SOFTWARE. (a) Each of the Licensees agrees that it shall not sublicense, license, disclose or otherwise make available any part of the Software to any person other than: (i) each of Licensees' employees who is required to have access to the Software for the Licensees to enjoy the benefits of the Software; and (ii) each of Licensees' consultants who is required to have access to the Software for the Licensees to enjoy the benefits of the Software and who has executed a non-disclosure agreement containing obligations of confidence consistent with the restrictions set forth in this Agreement. (b) Each Licensee shall keep the Software in a secure environment and shall take reasonable commercial steps necessary to protect the Software, or any part thereof, from unauthorized disclosure or release. (c) Each Licensee shall be entitled to create a sufficient number of copies of the Software for backup, archival, maintenance, and support purposes only provided that such Licensee reproduces and applies all copyright notices and any other proprietary rights notices that appear on the original copies supplied by Licensors. The Licensees shall use the source code and related materials, instructions and documentation included in the Software and modify and create derivative works of the Software solely for the purpose of maintaining and supporting the functionality of the Software for Licensees internal business purposes. (d) Each of the Licensees agrees that it shall not use the Software for any development or analysis purposes whatsoever. (e) Each Licensee acknowledges and agrees that Licensors shall own all intellectual property rights in and to the Software. (f) The foregoing notwithstanding, the Licensees may sublicense use of the object code and any enhancements, upgrades, modifications, and new versions of Automated Transportation Activity Logistics Activity System a/k/a "Atlas 2000" to Licensees' customers. Any such sublicense shall be on a non-exclusive, non-transferable basis and shall be subject to obligations of confidence consistent with the restrictions set forth in this Agreement. 2. Unless defined otherwise herein, terms used in this Third Amendment shall have the same defined meaning as set forth in the Agreement. 3. Except as expressly amended hereby, the Omnibus Agreement shall remain in full force and effect without modification. (a) Negotiation of Rights of Limited Partners, Assignees, and Third Parties. The provisions of this Amendment are enforceable solely by the parties to this Amendment, and no Limited Partner, Assignee or other Person of the MLP or the OLP shall have the right, separate and apart from the MLP or the OLP, to enforce any provision of this Amendment or to compel any party to this Amendment to comply with the terms of this Amendment.
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RESTRICTIONS ON SOFTWARE. (a) Each of the Licensees agrees that it shall not sublicense, license, disclose or otherwise make available any part of the Software to any person other than: (i) each of Licensees' employees who is required to have access to the Software for the Licensees to enjoy the benefits of the Software; and (ii) each of Licensees' consultants who is required to have access to the Software for the Licensees to enjoy the benefits of the Software and who has executed a non-disclosure agreement containing obligations of confidence consistent with the restrictions set forth in this Agreement.
(b) Each Licensee shall keep the Software in a secure environment and shall take reasonable commercial steps necessary to protect the Software, or any part thereof, from unauthorized disclosure or release.
(c) Each Licensee shall be entitled to create a sufficient number of copies of the Software for backup, archival, maintenance, backup and support archival purposes only provided that such Licensee reproduces and applies all copyright notices and any other proprietary rights notices that appear on the original copies supplied by Licensors. The Licensees shall use the source code and related materialsnot be permitted to adapt, instructions and documentation included in the Software and modify and create derivative works of of, translate, perform or display publicly, post or otherwise modify the Software solely for the purpose of maintaining and supporting the functionality of the Software for Licensees internal business purposesSoftware.
(d) Each of the Licensees agrees that it shall not use the Software for any development or analysis purposes whatsoeverwhatsoever and that it shall not decompile or reverse engineer the Software.
(e) Each Licensee acknowledges and agrees that Licensors shall own all intellectual property rights in and to the Software.
(f) The foregoing notwithstanding, the Licensees may sublicense use of the object code and any enhancements, upgrades, modifications, modifications and new versions of Automated Transportation Activity Logistics Activity System a/k/a "Atlas 2000" to Licensees' customers. Any such sublicense shall be on a non-exclusive, non-transferable basis and shall be subject to obligations of confidence consistent with the restrictions set forth in this Agreement.
2. Unless defined otherwise herein, terms used in this Third Amendment shall have the same defined meaning as set forth in the Agreement.
3. Except as expressly amended hereby, the Omnibus Agreement shall remain in full force and effect without modification.
(a) Negotiation of Rights of Limited Partners, Assignees, and Third Parties. The provisions of this Amendment are enforceable solely by the parties to this Amendment, and no Limited Partner, Assignee or other Person of the MLP or the OLP shall have the right, separate and apart from the MLP or the OLP, to enforce any provision of this Amendment or to compel any party to this Amendment to comply with the terms of this Amendment.
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