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software-tools-clause.md

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"Software Tools" language which basically extends the old concept of a craftsman's tools to software: when you hire a carpenter to make you a shelf, you get to keep the shelf but he gets to keep his tools. In this case it encompasses libraries and utility code that you may have had beforehand, or may have improved or invented during the gig; it says that while you own them, the client all-but-owns them as well so neither of you is at risk.

  1. Client acknowledges and agrees that (a) Consultant owns certain existing certain existing knowledge, techniques, procedures, routines and methods used in the creation of computer software (both object and source code) and certain functionality thereof, including, without limitation, class libraries, source code, search engines, media files, documentation and the like (collectively, "Software Tools"), which will be incorporated in the Deliverable(s), and (b) any newly developed software routines, methods, and source code developed by Consultant during the Term (the “Software Tools”), all of which (i) constitute software tools used by Consultant in the regular course of its business and (ii) shall be and remain the sole and exclusive property of Consultant.

  2. Upon acceptance by Client, Consultant hereby grants to Client, effective immediately, a worldwide, non exclusive, sublicenseable (through multiple tiers), assignable, royalty free, perpetual, irrevocable, fully-paid right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, modify, sell, offer for sale and import the Software Tools in any media now known or hereafter known, solely as a part of or as incorporated into Client's offerings.

  3. Client acknowledges that Consultant develops or may develop software and/or Web sites which may perform similar or identical functions to Client’s primary offerings. Consultant acknowledges that this does not preclude or invalidate the terms of this contract and agrees to hold Client’s confidential information in the utmost confidentiality.