employees. Prior to and after the Closing, Seller will assist
and cooperate with Buyer in the transition to Buyer's employment of any
employees so hired.
8
6.
LIMITED LICENSE BACK TO SELLER FOR
SUPPORT BUSINESS; COVENANT TO FULFILL MAINTENANCE OBLIGATIONS; POST-CLOSING
ENFORCEMENT AND ASSIGNMENT OF LICENSES
6.1
SUPPORT LICENSE TO SELLER; TITLE TO DERIVATIVE WORKS; SOURCE CODE
PROTECTION
(A)
NOTWITHSTANDING THE TRANSFER OF SELLER'S
OWNERSHIP RIGHTS IN THE ACQUIRED ASSETS TO BUYER AS SET FORTH ABOVE, BUYER
HEREBY GRANTS TO SELLER, EFFECTIVE AS OF THE CLOSING, A NONEXCLUSIVE,
ROYALTY-FREE, LIMITED, SHORT-TERM LICENSE, PURELY ON AN "AS-IS" BASIS AND
WITHOUT ANY WARRANTY BY BUYER WHATSOEVER, FOR SELLER TO CONTINUE TO POSSESS AND
USE COPIES OF THE SOFTWARE, SOLELY FOR INTERNAL USE BY SELLER'S EMPLOYEES FOR
THE PURPOSE OF OPERATING THE SUPPORT BUSINESS AFTER THE CLOSING DATE FOR THOSE
RESPECTIVE PERIODS OF TIME REQUIRED BY THE VARIOUS MAINTENANCE OBLIGATIONS, IN
ORDER TO FULFILL THE MAINTENANCE OBLIGATIONS AND EFFECT AN ORDERLY CESSATION OF
OPERATIONS OF THE SUPPORT BUSINESS.
THIS INCLUDES A LICENSE FOR SELLER TO
RETAIN COPIES OF THE SOURCE CODE FOR USE IN FIXING "BUGS" AND UPDATING,
MAINTAINING AND IMPROVING THE SOFTWARE AS AND TO THE EXTENT REQUIRED BY THE
MAINTENANCE OBLIGATIONS.
(B)
SELLER SHALL DELIVER TO BUYER COPIES OF ALL
REVISIONS, ENHANCEMENTS, MODIFICATIONS, AND UPDATES TO THE SOFTWARE, IN BOTH
SOURCE CODE AND EXECUTABLE FORM, SUBSTANTIALLY SIMULTANEOUSLY WITH THE DELIVERY
OF EXECUTABLE VERSIONS THEREOF TO LICENSEES UNDER MAINTENANCE OBLIGATIONS. BUYER
SHALL BE THE EXCLUSIVE OWNER OF ALL SUCH REVISIONS, ETC. AND OF ANY OTHER
DERIVATIVE WORKS OF THE SOFTWARE, AND UPON REQUEST SELLER WILL EXECUTE A WRITTEN
ASSIGNMENT THEREOF TO BUYER CONFIRMING BUYER'S OWNERSHIP.
(C)
IT IS OF THE ESSENCE OF THIS AGREEMENT THAT
SELLER SHALL, AND SHALL REQUIRE ITS EMPLOYEES TO, TREAT ALL COPIES OF THE
SOFTWARE AND ITS SOURCE CODE REMAINING IN SELLER'S POSSESSION AS CONFIDENTIAL
INFORMATION OF BUYER; SHALL USE DUE CARE (AND IN ANY EVENT AT LEAST THAT DEGREE
OF CARE THAT SELLER USES IN PROTECTING ITS OWN MOST SENSITIVE CONFIDENTIAL
INFORMATION) TO PRESERVE THE CONFIDENTIALITY THEREOF; SHALL PERMIT ACCESS TO
SOURCE CODE ONLY ON A PASSWORD-PROTECTED BASIS BY SELLER'S EMPLOYEES HAVING A
"NEED TO KNOW" IN ORDER TO PERFORM THEIR DUTIES AND SHALL KEEP APPROPRIATE
RECORDS OF THE WHEREABOUTS OF ALL COPIES OF THE SOURCE CODE AND OF THE PARTIES
HAVING ACCESS THERETO; AND SHALL NOT USE, DISCLOSE, DISTRIBUTE, OR PERMIT
THIRD-PARTY ACCESS TO THE SOURCE CODE OR ANY OTHER SUCH CONFIDENTIAL INFORMATION
EXCEPT AS REQUIRED BY THE MAINTENANCE OBLIGATIONS. WITH RESPECT TO ANY
PARTICULAR ITEM OF CONFIDENTIAL INFORMATION RETAINED BY SELLER AFTER CLOSING,
SELLER'S CONFIDENTIALITY OBLIGATIONS SHALL TERMINATE AT SUCH TIME AS THAT
INFORMATION BECOMES GENERALLY KNOWN BY OR READILY AVAILABLE TO THE PUBLIC OTHER
THAN THROUGH THE ACT OR OMISSION OF SELLER, SELLER'S PERSONNEL OR ANY OF
SELLER'S LICENSEES.
6.2
FULFILLMENT OF MAINTENANCE OBLIGATIONS
(A)
IT IS THE MUTUAL DESIRE OF THE PARTIES THAT
SELLER'S LICENSEES SHALL CONTINUE TO RECEIVE FROM SELLER WARRANTY, MAINTENANCE,
AND SUPPORT FOR THE SOFTWARE, FOR SO LONG AS