Third Party Software

Table of Contents:

• Third-Party License Terms

• Third-Party Software Warranties

Third Party Software

Third-Party License Terms

When a vendor provides software that includes software from a third party, the parties may desire to recognize expressly that arrangement and to specify that the third party’s licensing terms apply (pass through) to the vendor’s customers (for a related discussion on pass-throughs as they apply to product warranties, see the section entitled “Third Party Product Warranties”):

Exemplar C73-1

Any third-party software provided to you hereunder may be accompanied by its own licensing terms, in which case the use, reproduction, and distribution of such third-party software shall be governed solely by its own licensing terms, and not by this Agreement.

In the following exemplar, the vendor passes open-source software licensing terms through to the customer, which the vendor may be required to do by the open-source licensor:

Exemplar C73-2

Any third-party software shall be governed by the terms of this Agreement; provided, however, that any open source software modules shall be governed solely in accordance with the terms of the accompanying open source software license agreement.

Third-Party Software Warranties

In the following exemplars the vendor passes any software warranty obligations from the third-party licensors through to the customer:

Exemplar C73-3

To the extent permitted by law or contract, Contractor shall pass through to Customer the warranties for the Third Party Software.

Exemplar C73-4

If the Software incorporates third party proprietary modules, the Client shall receive, in lieu of any other warranty herein, the warranty for said modules given to Contractor by the suppliers of those modules.

In the following exemplar, the vendor disclaims any warranties applicable to the third-party software:

Exemplar C73-5

Any third-party applications or data made available through the Applications are subject to the third-party licensing agreements accompanying those applications and data, and are incorporated herein by reference. Company shall abide by and comply with all such third-party agreements. Contractor is not a party to the agreements between Company and any such third party and disclaims all warranties of any kind, statutory or otherwise, for any third-party application or data. Company waives all claims and releases Contractor of all liability in connection with Company’s use of any third-party applications or data.

And as shown in the following exemplar, the vendor not only passes through a third party’s licensing terms, but indemnification and maintenance obligations as well:

Exemplar C73-6

Maintenance for Third Party Software will be available from Contractor only for so long as the respective licensor of the Third Party Software makes maintenance and support available to Contractor. Customer shall have the benefit of any third-party warranties, service agreements, and infringement indemnities available to end users of the Third Party Software licensed from Contractor. To the extent that a Third Party Software vendor provides a remedy to Contractor in connection with a claim made under this Agreement, Contractor will extend such remedy to Customer. Customer acknowledges that Contractor’s licensors are intended third party beneficiaries of this Agreement.