License Grants: Primary License Terms

Commercial Contract

License Grants: Primary License Terms

License Grant to Software

The following exemplar lists the primary license rights often associated with a software license grant, including the right to use, distribute, provide support, modify, and sublicense (also note the “catch-all” provision at the end to ensure no other useful rights are purposely or unintentionally withheld by the licensor):

Exemplar C47A-1

Subject to the terms and conditions of this Agreement, Licensor hereby grants Customer a nonexclusive, worldwide license to:

(a) use, make and have made, import, reproduce and have reproduced, and embed or have embedded into the Products Object Code copies of the Software for the Term of the Agreement and the Transition Period specified below;

(b) distribute, sell and offer to sell the Software in Object Code form, as incorporated into, or in connection with, or for use with, the Products, through multiple tiers of distribution by Resellers to End Users or directly to End Users for the Term of the Agreement and the Transition Period specified below;

(d) use, make and have made, import, reproduce and have reproduced, modify and create derivative works of the Software in Source Code form for the sole purpose of internal testing, porting, maintenance, and support of the Software;

(e) license End Users to use the Software in connection with the Products pursuant to an End User License Agreement as set forth in Section Y below for the Term of the Agreement and the Transition Period specified in Section Z below; and

(f) sublicense Resellers to exercise the foregoing rights solely on behalf of and for the benefit of Customer (provided such third parties execute appropriate agreements to protect the confidentiality and proprietary nature of the Software) for the Term of the Agreement and the Transition Period specified in Section Z below.

Without limiting the scope of the foregoing license grant, and for the removal of any doubt, it is the intent of Licensor to grant to Customer all rights and licenses required for Customer to obtain the full enjoyment and benefit of the Software.

The following exemplar limits the license grant to object code only (but see source-code escrow provision below):

Exemplar C47A-2

LICENSOR hereby grants to LICENSEE, during the term of this Agreement, a non-exclusive, worldwide, right and license, to: (i) use, make, execute, reproduce, display, and perform the Licensed Product(s), in object code form, (ii) distribute, license, and sublicense, the Licensed Product(s) in object code form, as part of, in conjunction with, or for use with, LICENSEE systems, which may include merging or abridging the object code with software code owned by LICENSEE and modifying script files included with the object code (including, but not limited to electronic download of the Licensed Product(s) from LICENSEE websites for the purposes described herein) and (iii) authorize, license and sublicense third parties to do any, some or all of the foregoing (a “Third Party”). LICENSEE and each Third Party will offer the Licensed Product(s) to end users pursuant to LICENSEE’s or LICENSOR’s end user license agreement or the like, as updated from time to time, a copy of which is attached hereto as Exhibit X. It is LICENSOR’s intent to grant to LICENSEE all necessary rights and licenses under any copyrights, patents, patent applications, trade secrets and other intellectual property rights as are necessary (but only to the extent necessary) to enable LICENSEE to exercise the foregoing rights and licenses.

The following sections recite customary license grants for specific purposes and transactions:

Development License

Exemplar C47A-3

Subject to the terms and conditions contained herein, including any Third Party Software requirements stated in Exhibit A, Company grants OEM, and OEM accepts, a non-exclusive, non-transferable license (without the right to grant sublicenses) to use and copy Licensed Software at OEM’s premises or OEM’s subcontractor’s premises, for the sole purpose of incorporating or bundling Licensed Software into one or more Licensed OEM Products.

Distribution License

Exemplar C47A-4

Subject to the terms and conditions contained herein, including any Third Party Software requirements stated in Exhibit A, Company grants OEM a non-exclusive, nontransferable license to copy and distribute Licensed Software in Object Code Form in the Territory, solely for use in the Licensed OEM Products, directly, through resellers and/or through one or more levels of distribution to End Users.

SDK/API License

Exemplar C47A-5

During the term of this Agreement and conditioned upon Developer’s full compliance with all of this Agreement’s terms and conditions and all SDK and API requirements, specifications, and documentation provided by Licensor to Developer, Licensor grants to Developer the following personal, non-transferable, non-exclusive, non-sublicenseable, revocable license to:

a. reproduce, install, and use the SDK solely to develop one or more Developer Applications;

b. modify (i.e. create derivative works of) the source code samples located in the “Samples” directory in the SDK (“Sample Source Code”) and incorporate and distribute the Sample Source Code and modifications to the Sample Source Code as part of one or more Signed Applications;

c. reproduce and distribute (in object code form) libraries located in the “Samples” directory in the SDK (“Redistributables”); and

d. incorporate the APIs included in the SDK (“APIs”) into Developer Applications solely to allow such Applications to access the device management features of the Licensor device platform.

Cloud Services

Exemplar C47A-6

Subject to the terms of this Agreement, We grant You a limited, non- exclusive, non-transferable and revocable right to (a) access and use the Cloud Services and its Documentation for Your internal business purposes only in accordance with this Agreement and the Entitlement for the Usage Capacity and Subscription Term only; and (b) use any applicable Software made available to You in connection with the Cloud Services and in accordance with the Documentation on the terms specified this Agreement.

Reseller License

Exemplar C47A-7

For the sole purpose of enabling Partner to perform its obligations as a reseller to Supplier (i) embed or install any portion of the Software, in Object Code form only, solely into Eligible Products, in the United States only, and (ii) sublicense, either directly or through resellers, to End Users the right to use the Software solely as part of an Eligible Products through an acceptable end-user license agreement that protects Supplier’s rights in the Software to the same extent as set forth in this Agreement. Any action or failure to act by a reseller with respect to the Software shall be treated constructively under this Agreement as if such action or failure to act were Partner’s action or failure to act. Notwithstanding anything to the contrary in this Agreement, no other license rights to the Software are granted to Partner under this Agreement.

Exemplar C47A-8

We grant You a limited, non-exclusive, non-transferable, worldwide license to download, install and use the Software (in object code form only) and its Documentation for Your internal business purposes only. The licenses for the Software and its Documentation expire when the Subscription Term ends in the case of Term Based Licenses. Term Based Licenses are subject to the Usage Capacity Limits. We grant You a license to use Beta Software for the purposes of evaluation for Your internal business purposes and within the Usage Capacity. Beta Software may only be used in non-production environments and not for commercial purposes or the processing of any production data. You acknowledge that Previews may never be generally released. We also grant You a non-exclusive, non-transferable, non-sublicensable, terminable license to Use the No-Charge Products solely for Your internal purposes.

Source Code Escrow and License

If subject to an object-code-only license, a licensee can insist on the right to access the licensed software’s source code under certain circumstances which deprive the licensee of the benefits of the object-code-only license, e.g., the ability of the licensor to support the licensed software. Upon the occurrence of any such enumerated “escrow release” events, the licensee would automatically receive a right to use the source code released from escrow:

Exemplar C47A-9

Upon Licensee’s request, Licensor agrees to place into escrow with a mutually agreeable third-party escrow agent the Licensed Software, in source code form, and all build tools and other materials owned by Licensor which are necessary to enable Licensee to maintain, service and manufacture the Licensed Software in object code form (“hereinafter Escrow Materials”). Licensee shall be responsible for paying the escrow agent’s fees. Licensee agrees not to exercise its license to the Escrow Materials set forth below unless and until the Escrow Materials are released to Licensee by the escrow agent. The escrow agent may only release the Escrow Materials to Licensee under the following circumstances which occur during the term of the Agreement: (i) Licensor fails to meet its maintenance and support obligations under this Agreement, after seven (7) day’ notice to Licensor, provided that Licensor has not cured the failure during such seven (7) day period, (ii) Licensor becomes insolvent, (iii) a claim of bankruptcy is filed by or on behalf of Licensor, (iv) Licensor makes an assignment for the benefit of a creditor, (v) transfer by Licensor of any of the Intellectual Property that is the subject of this Agreement, whether by operation of law or otherwise, or (vi) Licensor ceases to do business in the normal course.

Effective upon the release of the Escrow Materials, Licensor hereby grants to Licensee, during the term of this Agreement, a non-exclusive, worldwide, right and license to internally: (i) use, execute, reproduce, display, perform, and prepare derivative works of, the source code for the Licensed Products, for the purposes of enabling Licensee to maintain, service, enhance, improve and manufacture the Licensed Product(s) and distribute the object code versions of the modified source code as part of the Licensed Products, and (ii) authorize, license and sublicense third parties to do any, some or all of the foregoing on Licensee’s behalf (provided such third parties execute appropriate agreements to protect the confidentiality and proprietary nature of the source code). It is Licensor’s intent to grant to Licensee all necessary rights and licenses under any copyrights, patents, patent applications, trade secrets and other intellectual property rights as are necessary (but only to the extent necessary) to enable Licensee to exercise the foregoing rights and licenses. Notwithstanding the release of the Escrowed Materials, Licensee shall continue to pay royalties as provided herein.

CC

License Grants: Primary License Terms

Commercial Contract

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