Pursuant to and in accordance with the terms and conditions of the Separation Agreement and the Transaction Documents, Parent has agreed to transfer to one or more of the Spinco Companies certain Transferred Intellectual Property and to license to one or more of the Spinco Companies certain Licensed Intellectual Property. In connection with the performance of the Services hereunder, Spinco may have access to or use of certain Intellectual Property disclosed or licensed by third parties to Parent or its Affiliates that is not Transferred Intellectual Property or Licensed Intellectual Property (“ Third Party Intellectual Property ”) as well as certain Intellectual Property owned by Parent or its Affiliates that is not Transferred Intellectual Property or Licensed Intellectual Property (“ Other Parent Intellectual Property ”). To the extent necessary or appropriate to protect any such Third Party Intellectual Property or Other Parent Intellectual Property, Spinco shall enter into non-disclosure agreements with third parties or take other reasonable actions with respect to such Third Party Intellectual Property or Other Parent Intellectual Property as may be reasonably requested by Parent (with respect to the Other Parent Intellectual Property) or such third parties (with respect to the Third Party Intellectual Property) from time to time. Parent hereby grants, on behalf of itself and its Affiliates, to Spinco and its Subsidiaries a license to access and use such Intellectual Property solely to the extent reasonably necessary in connection with receiving and fully utilizing the Services under and in accordance with this Agreement. Other than as permitted by this Agreement, Spinco shall not have any rights in or to any such Third Party Intellectual Property or Other Parent Intellectual Property as a result of any such access or use. Spinco shall comply in all respects with the terms and conditions of any agreement between any third parties and Parent or its Affiliates, as the case may be, to the extent such agreements have been provided to Spinco prior to the Effective Date, with respect to any Third Party Intellectual Property disclosed to or used by Spinco as if Spinco were a direct party to such arrangements (other than with respect to any payment terms thereunder), including any obligations with respect to confidentiality and restrictions on use of Third Party Intellectual Property. Spinco assumes all liability associated with any breach of any terms and conditions of any agreement or other arrangement between any third parties and Parent or its Affiliates in connection with the Services, and without limiting the rights of Parent under the Separation Agreement and the other Transaction Documents, hereby indemnifies pursuant to Section 6.04(a) each of Parent, its Affiliates and its Representatives (together with their respective successors and permitted assigns) against, and agrees to defend and hold them harmless from, any and all Damages suffered by any of them to the extent arising out of, resulting from or related to any claim that Spinco’s access to or use of Third Party Intellectual Property violates the Intellectual Property or other rights of any Person, or breaches a term or condition of any arrangement between Parent or its Affiliates and any third party. Without limiting the foregoing, it is acknowledged and agreed that Spinco shall not have any rights in or access to, and Parent shall ensure that no copies are provided to Spinco or any of its Affiliates of, any source code with respect to any Third Party Intellectual Property or Other Parent Intellectual Property. Spinco shall not, through reverse engineering or any other means, attempt to access any such source code and shall use the Third Party Intellectual Property and the Other Parent Intellectual Property only for its intended use.