SOFTWARE SERVICE. In support of performing Services, or as a stand-alone product made available to Client, UST may deploy tools and software into Client’s on-site IT network, or make tools and software available to Client through the internet as set forth in an SOW (“Software Services”). UST shall retain all ownership, rights, title and interested in Software Services, including all IPR contained therein, and any modifications, enhancements, improvements or derivatives thereto. Client’s rights, if any, with respect to Software Services, will be set forth in the applicable SOW. In the case of Software Services deployed into Client’s on-site IT network, Client grants UST the right to install and operate the Software Services on Client’s designated server(s) or within Client’s internal computing environment in accordance with the applicable SOW. Upon termination of the SOW, Client grants UST the right to promptly uninstall and remove the Software Services. UST will comply with Client’s policies and procedures as provided to UST applicable to UST exercising the rights granted under this Section 5.5. Client may not (1) modify, reverse engineer, or de-compile the Software Services, or create derivative works based on the Software Services, (2) port, translate or localize the Software Services, or (3) sell, lease, license, sublicense, copy, reproduce, market, download, distribute or convey the Software Services to any third party, or use or access the Software Services separate and apart from its use with the Services or except as authorized under the applicable SOW.
Appears in 4 contracts
Sources: Master Services Agreement, Framework Agreement, Master Services Agreement