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