Common use of Scope of Licence Clause in Contracts

Scope of Licence. 2.1 ETRX hereby grants HR an irrevocable (save as otherwise provided herein) nonexclusive licence to use the Product and the Software, for the Term on the terms of this Agreement, for the consideration set out in Clause 4. 2.2 The Licence under this Agreement applies to the Initial Software Release and all subsequent Software Releases supplied under this Agreement. An Upgrade Release, if provided by ETRX under the Amended and Restated Support Agreement or otherwise and accepted by HR, replaces part or all of the Software for the Product previously licensed. 2.3 HR may obtain the right to acquire other technical support and education services under the Amended and Restated Support Agreement. 2.4 HR may sub-license the Software or Products and their related documentation to any company within the ▇▇▇▇ ▇▇▇▇▇▇▇▇ Group on materially the same terms as are set out herein provided that HR remains responsible to ETRX for: (a) the acts and omissions of such ▇▇▇▇ ▇▇▇▇▇▇▇▇ Group member(s); and (b) the payment of all sums due in respect of their use of the Software and Products. HR shall ensure that all members of the ▇▇▇▇ ▇▇▇▇▇▇▇▇ Group comply with all relevant restrictions and obligations of HR under this Agreement. ETRX shall be entitled to enforce all rights granted to ETRX under this Agreement against members of the ▇▇▇▇ ▇▇▇▇▇▇▇▇ Group who sub-license the Software or Products. Notwithstanding the foregoing, HR shall remain fully responsible and liable for any and all acts and/or omissions of such members of the ▇▇▇▇ ▇▇▇▇▇▇▇▇ Group, and ETRX shall not be required to seek recourse against any such party in lieu of or prior to seeking recourse against HR. 2.5 HR’s sub-licensees’ shall be entitled to further sub-license the Software or Products to their Customers provided always that HR remains responsible to ETRX for (a) the acts and omissions of such Customers; and (b) the payment of all sums due in respect of their use of the Software and Products. In addition, HR and members of the ▇▇▇▇ ▇▇▇▇▇▇▇▇ Group shall only sub-license the Software or Products to their Customers pursuant to an agreement with terms that are at least as protective as those set forth herein for protection of such Software and Products. HR shall ensure that all such Customers comply with such agreement and with all relevant restrictions and obligations of HR under this Agreement. Notwithstanding the foregoing, HR shall remain fully responsible and liable for any and all acts and/or omissions of such sub-licensees, and ETRX shall not be required to seek recourse against any such party in lieu of or prior to seeking recourse against HR, 2.6 HR and its sublicensees shall procure that the Customers referred to in Clause 2.5 above may not under any circumstances whatsoever sub-licence, rent, lease or assign any of the Software or Products for money or any other consideration or free of charge.