Common use of Third-Party Underlying and Derivative Works Clause in Contracts

Third-Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third party for Customer’s benefit, the non-exclusive, non- assignable, royalty-free, perpetual (unless otherwise specified in the ordering document), limited right to use the Programs and receive any services the Customer ordered solely for the Customer’s internal business operations and subject to the terms of the End User License Agreement, including the definitions and rules set forth in the order and the program documentation. Upon payment of undisputed amounts due for Services, Customer has the non-exclusive, non-assignable, royalty free, perpetual, limited right to use for Customer’s internal business operations anything developed by Oracle and delivered under this contract; however, certain deliverables may be subject to additional license terms provided in the Oracle ordering document. Customer is prohibited from duplicating the Programs except that Customer may make a sufficient number of copies of each Program for its licensed use and one copy of each program media. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. On request, Vendor shall provide Customer with documentation indicating a third party’s written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product.