Sie sind auf Seite 1von 2

RESTRICTED SOURCE CODE LICENSE 1. Ownership Terms regarding use of Source Code to Licensed Product.

Under this License Agreement, OEM shall receive source code to certain Developer Products (the Source Code). OEM agrees to the following restrictions and limitations with respect to its use of the Source Code. OEM acknowledges that such Source Code is a trade secret of Developer and in furtherance of maintaining such trade secret protection, agrees to the limitations set forth herein. 2. Permitted Use of Source Code. OEM shall have the right to modify the Source Code (Source Code Modifications) of the Licensed Product solely for the internal use of the OEM, and in all cases limited to only those uses that are consistent with permitted use of the Licensed Product. In no event shall OEM transfer, license, assign, or otherwise disclose the Source Code or any Source Code Modifications to any third party, or exploit the Source Code or any Source Code Modification for the benefit of a third party without the prior written consent of Developer. 3. Restrictions on Use of Source Code. OEM agrees to the following limitations with respect to its use of the Source Code: OEM shall not develop any product or sub-product or any piece of software, hardware or firmware that replicates the function of the Source Code; i. OEM shall restrict access to the Source Code to only to those employees who require access to the Source Code on a need to know basis to implement a Permitted Use. Any employee who obtains access to the Source Code shall have executed a written agreement of confidentiality with the OEM, preventing disclosure of the Source Code to any third party, other than as permitted herein; ii. Any Source Code Modifications shall be disclosed to Developer by OEM within 30 days after OEM makes such modifications; iii. The Intellectual Property Rights to all Source Code Modifications shall be owned by Developer. Developer agrees that OEM shall have a license to use such Source Code Modifications consistent with the terms of the licenses under which the Licensed Product and Source Code were delivered. OEM agrees that it shall cooperate with Developer to transfer and assign ownership of such Intellectual Property Rights in the Source Code Modifications to Developer, and shall execute any and all documents reasonably required to consummate such assignment; iv. Upon termination of this Source Code License or the License Agreement under which the Licensed Product has been delivered to OEM, OEM shall either: (a) return the Source Code and Source

105071414.doc

7/31/2012

Code Modifications to Developer.; or, (b) certify destruction of the Source Code and any and all Source Code Modifications; and v. OEM agrees that it shall not sell, assign, transfer, pledge, hypothecate, mortgage, encumber or dispose of all or any of the Source Code and Source Code Modifications or any hardware or other device that contains the Source Code or Source Code Modifications. 4. Rights Retained by Developer to Licensed Product and the Source Code. No title to or ownership of software licensed or developed under this Agreement or proprietary technology in hardware acquired under this Agreement is transferred to OEM. Notwithstanding any provision of this Agreement to the contrary, Developer owns and retains all title and ownership of all intellectual property rights in the Licensed Product, including all software, firmware, software master diskettes (or CDs, DVDs or other such media), copies of software, master diskettes (or CDs, DVDs or other such media), documentation and related materials that are acquired, produced or delivered by Developer under this Agreement.

105071414.doc

7/31/2012

Das könnte Ihnen auch gefallen