Common use of REVERSIBILITY Clause in Contracts

REVERSIBILITY. Upon expiration or termination of this Agreement, including partial termination of Services by Customer pursuant to Article 16.2 (the “Reversibility Event”), Service Provider shall promptly return all Technical Records and all copies thereof to Customer, but not later than 15 days after the Reversibility Event. In case of termination of only one category of Services pursuant to Article 16.2 above (either SCM or NPI Services), said reversibility obligations will not only apply to the Technical Records that are necessary to Service Provider for the performance of the category of Services that continue to be performed hereunder. Upon Customer’s request, Service Provider shall have its legal representative confirm in writing that Service Provider has not kept any copy of the Technical Records. In addition, Service Provider agrees to promptly provide to Customer, but not later than 15 days after a Reversibility Event, the latest version of the source code, object code and accompanying documentation in its possession of all Licensed Technology, as used and exploited by Service Provider immediately prior to such Reversibility Event (hereafter the “Derived Licensed Technology”). On the date of the Reversibility Event, Service Provider shall grant to Customer a non-exclusive, transferable, sub-licensable, fully paid-up, world-wide license, under all Service Provider’s intellectual property rights, for the entire duration of protection of said rights (i) to reproduce, copy, represent, publish, broadcast, market, sell, dispose and/or distribute the Derived Licensed Technology, in whole or in part, on any media and by whatever process or means, present or future, known or unknown as at the date hereof, without any limitation, such as but not limited to print, analog, digital, magnetic, the internet or any other medium or communication or broadcasting system or network; (ii) to adapt, translate in any language, modify, correct, enhance, improve, integrate in existing or future works, in total or in part, the Derived Licensed Technology; (iii) to use the Derived Licensed Technology in the broadest possible manner for any internal, personal and business purposes, whether presently existing or developed in the future by Customer, its affiliates or its heirs, successors or assigns; and (iv) to license, sublicense, assign, or transfer, in whole or in part, definitively or temporarily, any of the above-mentioned rights. The grant of license rights by Service Provider to Customer in Derived Licensed Technology is without prejudice to Customer’s ownership or license rights in the Licensed Technology.