Common use of Systems and Proprietary Rights Clause in Contracts

Systems and Proprietary Rights. 5.01 Customer Software Access to Perform the Customer Services and Additional Services. Customer hereby agrees to use Customer's best efforts to obtain for Liberty, at no cost to Liberty, a non-exclusive, royalty-free, non-transferable right and license to access and use, and copy for back-up purposes, the Customer proprietary software on which the Policies are currently being administered, together with any and all associated documentation (the "Customer Software"), and, subject to any and all applicable software license restrictions, any third party software (the "Third Party Software") solely to enable Liberty to perform the Customer Services and the Additional Services during the Term and any Renewal Term of this Agreement. To the extent necessary, Customer shall, at Customer's expense, obtain from applicable third-party software licensors, the right of Liberty to use and modify the Customer Software as a third-party consultant to Customer as necessary to perform the Customer Services. Upon expiration or termination of this Agreement for any reason or the end of Liberty's need to use portions of the Customer Software or Third Party Software leased by Customer, the applicable rights granted to Liberty in this Section 5.01 shall immediately revert to Customer, except as necessary for Liberty to carry out its obligations under Section 14.05(1) of this Agreement, and Liberty shall, except as necessary for Liberty to carry out its obligations under Section 14.05(1) of this Agreement, (1) deliver to Customer, a current copy of all the Customer Software or Third Party Software in the form in use as of the date of such expiration or termination, (2) destroy or erase all other copies of the Customer Software or Third Party Software in Liberty's possession, and (3) certify in writing that Liberty has complied with the obligations of this Section 5.01.