1 | Patent Grant
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2 |
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3 | 1. Definitions.
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4 |
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5 | "Entity" means any person, corporation, partnership, limited liability company,
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6 | association, joint stock company, trust, joint venture, unincorporated
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7 | organization, governmental entity (or any department, agency, or political
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8 | subdivision thereof) or any other legal entity.
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9 |
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10 | "Palantir" means Palantir Technologies Inc., together with any Entity in
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11 | whatever country organized, that controls, is controlled by or is under common
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12 | control of Palantir Technologies Inc. The term "control" means possession,
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13 | direct or indirect, of the power to direct or cause the direction of the
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14 | management and policies of an Entity, whether by contract or otherwise.
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15 |
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16 | "Software" means the Blueprint software (including the user interface elements
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17 | embodied therein), in binary, source, or object form, including any
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18 | modifications or additions to the Blueprint software submitted for inclusion in
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19 | the software.
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20 |
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21 | "You" means each Entity that is a recipient of the Software.
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22 |
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23 | 2. Grant of Patent License. Palantir hereby grants to You a perpetual,
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24 | worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated
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25 | in the termination provision below) patent license to make, have made, use,
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26 | offer to sell, import, and otherwise transfer the Software, where such license
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27 | applies only to those patent claims licensable by Palantir that are necessarily
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28 | infringed by the Software standing alone. For avoidance of doubt, no license is
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29 | granted under Palantir's rights in any patent claims that are infringed by (i)
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30 | modifications to the Software made by You or any third party or (ii) the
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31 | Software in combination with any software or other technology.
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32 |
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33 | 3. Termination of Patent License. If You or Your agent or exclusive licensee
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34 | institute, directly or indirectly, or agree to the institution of or take
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35 | financial interest in any lawsuit or other action, including a cross-claim or
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36 | counterclaim, alleging direct, indirect, joint, or contributory infringement or
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37 | inducement to infringe any patent against: (i) Palantir, (ii) any party if such
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38 | allegation arises in whole or in part from any software, technology, product or
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39 | service of Palantir, or (iii) any party relating to the Software, then any and
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40 | all rights granted to You under this license shall terminate automatically and
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41 | without notice as of the date such assertion is made. Notwithstanding the
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42 | foregoing, if Palantir files a lawsuit alleging patent infringement against You
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43 | in the first instance, and, in response, You file a patent infringement
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44 | counterclaim that is unrelated to the Software, the license granted hereunder
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45 | will not terminate due to such counterclaim.
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