License Grants: Sublicense Terms

License Grants: Sublicense Terms

The right to sublicense software may engender tension between the licensor’s legal interest in restricting who can use the licensed software and the licensee’s practical desire to allow its agents to use the software for its benefit. As reflected in the following exemplars, the right of a licensee to sublicense its license rights to third-party partners are predicated on the licensee’s obligation to ensure that any sublicensee is bound to protect the confidential and proprietary nature of the licensed software:

Exemplar C47B-1

Subject to the terms and conditions of this Agreement, Contractor hereby grants a nonexclusive, nontransferable, revocable, royalty-free right and license to a third party engaged by Licensee, which third party is not a direct competitor of Contractor, to use the Contractor Software solely to support the design and development of the Licensee Products, provided that the third party shall be subject to nondisclosure agreements at least as restrictive as the confidentiality provisions of this Agreement. Licensee shall be liable to Contractor for such third-party violations of the confidentiality provisions of this Agreement or the third party’s intentional or unintentional misappropriation of or loss of Contractor's Intellectual Property Rights and ownership of the Contractor Software and Confidential Information. Additionally, Licensee agrees to indemnify, defend and hold Contractor harmless from all claims, liabilities, losses, expenses or fees arising out of or related to such third-party access and use of the Contractor Software.

Exemplar C47B-2

Licensee may authorize, license, and sublicense any of its authorized third-party contractors to do any, some, or all of the foregoing solely on behalf of and for the benefit of Licensee (provided such contractors execute appropriate agreements to protect the confidentiality and proprietary nature of the Licensed Software).  Additionally, Licensee is authorized to license end users to use the Licensed Software in connection with the Authorized Systems and provide support to such end users.

Exemplar C47B-3

Licensee may permit Third Parties to perform the activities listed above solely to further the purposes of this Agreement and provided that Licensee permits the Third Parties to do so only on terms and conditions that protect the Licensed Software at least to the same extent as they protect the remainder of the Customer Product provided to the same Third Parties.

Exemplar C47B-4

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