OTHER LICENSES BETWEEN THE PARTIES:
(I) IN CONNECTION WITH THE SALES AND MARKETING AGREEMENT, FOR THE TERM OF THE
BASE ALLIANCE AGREEMENTS, EACH PARTY HEREBY GRANTS THE OTHER A NONEXCLUSIVE,
WORLDWIDE, FULLY PAID UP, ROYALTY-FREE, NONTRANSFERABLE, RIGHT AND LICENSE TO
USE, EXECUTE, REPRODUCE, PERFORM, DISPLAY, LINK, TRANSLATE INTO ANY LANGUAGE OR
FORM AND COPY (A) THE
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COMBINED SOLUTION IN OBJECT CODE FORM ONLY, OR ANY PORTION THEREOF, AND
(B) MARKETING MATERIALS (AS DEFINED IN THE SALES AND MARKETING AGREEMENT),
SOLELY FOR THE PURPOSE OF AND TO THE EXTENT NECESSARY FOR MARKETING,
DEMONSTRATING, AND PROMOTING THE COMBINED SOLUTION INTERNALLY AND EXTERNALLY IN
CONNECTION WITH PERFORMING THE SALES AND MARKETING ACTIVITIES UNDER THE SALES
AND MARKETING AGREEMENT; AND
(II)
IN CONNECTION WITH THE ENABLEMENT ASSISTANCE AGREEMENT AND ATTACHMENT D TO
THE SALES AND MARKETING AGREEMENT, ACI HEREBY GRANTS TO IBM AN IRREVOCABLE,
WORLDWIDE, FULLY PAID UP, ROYALTY-FREE, NON-EXCLUSIVE,
NON-TRANSFERABLE LICENSE
TO USE, EXECUTE, COPY, REPRODUCE, CONFIGURE, INTERFACE TO DISPLAY, PERFORM, LINK
(AS A STEP TO BUILDING EXECUTABLE CODE), COMPILE, TRANSLATE INTO ANY LANGUAGE OR
FORM, COMBINE WITH OTHER SOFTWARE OR HARDWARE, TRANSFER (INTERNALLY ONLY) AND
TRANSMIT (INTERNALLY ONLY) THE OPTIMIZED PRODUCTS IN SOURCE CODE (BUT ONLY TO
THE EXTENT THAT ACI HAS PROVIDED SUCH SOURCE CODE TO ITS CUSTOMERS) AND OBJECT
CODE FORM SOLELY FOR THE PURPOSE OF AND TO THE EXTENT NECESSARY (A) FOR IBM TO
INTERNALLY INSTALL THE OPTIMIZED PRODUCT ON IBM SYSTEMS FOR THE PURPOSE OF
BENCHMARKING, TUNING AND TESTING, TO PERFORM TROUBLE-SHOOTING AND PROBLEM
DETERMINATION, AND DEVELOPING AND DEPLOYING SYSTEM INTEGRATION CAPABILITIES,
TOOLS, SCRIPTS, PROGRAMS, AND MIDDLEWARE CONFIGURATIONS FOR THE OPTIMIZED
PRODUCT, (B) TO TEST AND DISTRIBUTE WITHIN A CUSTOMER'S ENTERPRISE, SUBJECT TO
THE CUSTOMER'S LICENSE FROM ACI, (C) TO PROVIDE SUPPORT OF CUSTOMERS CONCERNING
THEIR COMBINED SOLUTION AND (D) OTHERWISE AS REASONABLY REQUIRED FOR IBM TO
PERFORM ACTIVITIES DESCRIBED IN THE SALES AND MARKETING AGREEMENT.
(H)
EXCEPT AS PROVIDED ABOVE, NEITHER PARTY GRANTS ANY OTHER LICENSES PURSUANT
TO, BUT SHALL NEGOTIATE IN GOOD FAITH CONCERNING FURTHER LICENSES THAT MAY BE
REQUIRED TO PERFORM THE ACTIVITIES UNDER, THE ALLIANCE AGREEMENTS.
(I)
EITHER PARTY MAY DISCLOSE, PUBLISH, DISSEMINATE AND USE THE IDEAS,
CONCEPTS, KNOW-HOW AND TECHNIQUES, RELATED TO THE OTHER PARTY'S BUSINESS
ACTIVITIES, WHICH ARE CONTAINED IN THE INTELLECTUAL PROPERTY OF THE OTHER PARTY
AND RETAINED IN THE UNAIDED MEMORIES OF THE EMPLOYEES WHO HAVE ACCESS TO SUCH
INTELLECTUAL PROPERTY PURSUANT TO THIS SECTION 6.10 ("RESIDUAL IDEAS"); PROVIDED
THAT NOTHING CONTAINED IN THIS SECTION 6.10 GIVES THE PARTY WITH SUCH RESIDUAL
IDEAS THE RIGHT TO DISCLOSE, PUBLISH OR DISSEMINATE, EXCEPT AS SET FORTH
ELSEWHERE IN THIS SECTION 6.10, THE SOURCE OF SUCH RESIDUAL IDEAS.
(J)
ACI ACKNOWLEDGES THAT IBM IS IN THE BUSINESS OF PROVIDING CONSULTING
SERVICES AND DEVELOPING COMPUTER SOFTWARE FOR A WIDE VARIETY OF CLIENTS AND ACI
UNDERSTANDS THAT IBM WILL CONTINUE THESE ACTIVITIES.
IBM ACKNOWLEDGES THAT ACI
IS IN THE BUSINESS OF DEVELOPING ELECTRONIC PAYMENT SOFTWARE APPLICATIONS AND
IBM UNDERSTANDS THAT ACI WILL CONTINUE THESE ACTIVITIES. ACCORDINGLY, NOTHING IN
THIS SECTION 6.10 WILL PRECLUDE