FBS means the Fortive Business System in existence as of the Distribution Date, which is a set of proprietary tools, processes, methodologies, practices and related training materials developed by or for and owned by the Fortive Group that are designed to continuously improve business management and performance in the critical areas of quality, delivery, cost, growth and innovation.
FBS Confidential Information means all Confidential Information and materials (i) with respect to Fortive, forming part of the FBS or Fortive Improvements, or (ii) with respect to Vontier, forming part of Vontier Improvements.
Fortive Improvements means any material modification, enhancement or improvement to the FBS made by the Fortive Group within two (2) years following the Distribution Date.
Vontier Improvements means any material modification, enhancement or improvement to the FBS made by the Vontier Group within two (2) years following the Distribution Date.
Section 2.01 License to Vontier. Subject to the terms and conditions of this Agreement, Fortive hereby grants to Vontier a worldwide, non-exclusive, non-transferable, royalty-free, fully paid-up, perpetual license to use, modify, enhance and improve, the FBS and Fortive Improvements solely for the business purposes of the Vontier Group with respect to the Vontier Business. The foregoing license shall be sublicenseable solely (i) to other members of the Vontier Group (for clarity, for only so long as such Persons remain Affiliates of Vontier), and (ii) to third parties to the extent reasonably necessary to support the business of the Vontier Group and subject to appropriate confidentiality and non-use obligations.
Section 2.02 License to Fortive. Vontier hereby grants to Fortive a worldwide, non-exclusive, non-transferable, royalty-free, fully paid-up, irrevocable, perpetual license to use, modify, enhance and improve Vontier Improvements. The foregoing license shall be sublicenseable solely (i) to other members of the Fortive Group, (ii) to third parties to the extent reasonably necessary to support the business of the Fortive Group and subject to appropriate confidentiality and non-use obligations, and (iii) to members of the Fortive Group in connection with the business or assets of such member, that, on or after the Distribution Date are sold, spun-off, split-off, merged or otherwise transferred to a third party (for clarity, which sublicense shall continue after such sale, spin-off, merger or other transfer).
Section 2.03 Provision of Improvements. Upon reasonable, written request of a Party, the other Party shall use commercially reasonable efforts to provide the requesting Party with any Fortive Improvement or Vontier Improvement, as applicable. In no event may either Party make such a request more frequently than once per quarter. Neither Party shall be obligated to provide any information to the other Party to the extent such information would have a reasonable likelihood of disclosing such Partys or its Affiliates material and sensitive non-public business, product or project plans.