ROYALTY-FREE, FULLY-PAID LICENSE TO MAKE, USE, MODIFY, TRANSLATE,
REVERSE ENGINEER, REPRODUCE, DECOMPILE, DISASSEMBLE, CREATE DERIVATIVE WORKS
BASED ON, COPY, DISPLAY AND/OR MERGE INTO ANOTHER PROGRAM OR PROGRAMS IN WHOLE
OR IN PART CORIS AND WRMS, INCLUDING WITHOUT LIMITATION THE ENHANCEMENTS
PROVIDED TO LICENSEE UNDER SECTION 3 BELOW (INCLUDING ALL SOURCE CODE, OBJECT
CODE AND DOCUMENTATION RELATED THERETO) (COLLECTIVELY, THE "SOFTWARE"). THE
RIGHTS GRANTED TO LICENSEE PURSUANT TO THIS SECTION 1(A), COLLECTIVELY REFERRED
TO HEREIN AS THE "LICENSE."
(B)
RESTRICTION; REMOTE ACCESS.
EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, THE LICENSEE SHALL ONLY BE PERMITTED TO USE THE SOFTWARE AT THE
RESORTS OR RELATED FACILITIES OWNED AND/OR OPERATED BY LICENSEE OR ITS
SUBSIDIARIES AS OF THE EFFECTIVE DATE (AS DEFINED IN SECTION 4 BELOW), AND AS
LISTED IN EXHIBIT C (SUCH RESORTS OR RELATED FACILITIES, THE "LICENSED
RESORTS").
FOR THE PURPOSES OF THE MAINTENANCE AND SUPPORT SERVICES (AS DEFINED
BELOW), LICENSEE SHALL PROVIDE
LICENSOR AND LICENSOR'S EMPLOYEES, AGENTS, AND INDEPENDENT CONTRACTORS WITH
REMOTE ACCESS TO THE SOFTWARE AS INSTALLED AT THE PROCESSING UNITS AT ANY AND
ALL OF THE LICENSED RESORTS.
(c)
Sublicense Rights.
Licensee may sublicense any and all of the
rights included in the License to any and all of its subsidiaries that own
and/or control the Licensed Resorts (as defined herein), provided that
Licensee's rights in the source code of the Software shall not be sublicensed or
otherwise transferred by Licensee to any party (including Licensee's
subsidiaries, the Licensed Resorts, and Licensee's agents and independent
contractors) so long as Maintenance and Support Services are being provided
hereunder, or otherwise in conjunction with Licensee's enhancement of the
Software.
In the event that Licensee sells, conveys or otherwise transfers its
ownership of all (including without limitation in connection with an asset
sale), or substantially all of its direct or indirect equity interests in, any
of the Licensed Resorts, then the sublicense with respect to such Licensed
Resort(s) shall terminate, and Licensor shall enter into an agreement with
purchaser(s) of such Licensed Resort(s) on the same terms and conditions as
contained in this Agreement, except that Licensor shall have no obligation to
provide to the purchaser any services described in Section 3, or to provide any
right to sublicense the Software.
2.
OWNERSHIP AND USE OF SOFTWARE
(A)
OWNERSHIP AND USE OF SOFTWARE; CONFIDENTIALITY.
LICENSEE
ACKNOWLEDGES THAT THE SOFTWARE IS A COMMERCIALLY VALUABLE PROPRIETARY PRODUCT
AND TRADE SECRET OF LICENSOR, AND THAT THE SOFTWARE (INCLUDING BUT NOT LIMITED
TO THE SOFTWARE'S DESIGN, PROGRAMMING TECHNIQUES, ALGORITHMS AND CODES) IS
REGARDED BY LICENSOR AS SECRET AND CONFIDENTIAL.
LICENSEE AGREES NOT TO
DISCLOSE ANY PORTION OF THE SOFTWARE TO UNAUTHORIZED PERSONS, WHETHER OR NOT
SUCH PORTION IS OR MAY BE VALIDLY COPYRIGHTED OR PATENTED.
LICENSEE SHALL TREAT
ALL PROPRIETARY INFORMATION RELATED TO THE SOFTWARE OF THE LICENSOR, AND THE
SOFTWARE OF LICENSOR, AS CONFIDENTIAL AND SHALL SAFEGUARD IT TO THE SAME EXTENT
THAT THE LICENSEE SAFEGUARDS ITS OWN CONFIDENTIAL INFORMATION BUT IN ANY EVENT
IN AT LEAST A REASONABLY PRUDENT MANNER.
LICENSEE'S