This excerpt taken from the FIS 8-K filed Feb 6, 2006.
FIS Proprietary Software), will be and will remain the exclusive property of FIS and FNT will have no rights or interests in the FIS Proprietary Software except as described in this Section 9.3. FNT agrees not to decompile or reverse engineer the FIS Proprietary Software. FIS shall use the FIS Proprietary Software, and subject to the Change Control Procedures, such other software as FIS shall determine is necessary to provide the Services.
(b) Upon expiration or termination of this Agreement for any reason other than material breach of FISs intellectual property rights under this Agreement by FNT or an FNT Entity, FIS shall deliver to FNT a copy of such FIS Proprietary Software in the form being used on the effective date of such expiration or termination, together with related documentation and source code, certified by FIS as substantially complete and up to date. FNT (or FNTs designee which is not a competitor of FIS) shall receive a fully paid up, royalty free, perpetual, worldwide, non-exclusive license subject to FISs standard licensing terms and conditions for the FIS Proprietary Software along with any related FIS Developed Items upon payment to FIS of a reasonable license fee. In no event shall such license fee exceed the fair market value of such software license or, if no such fair market value can be established, the documented cost of FISs development effort therefor divided by the number of its clients then benefiting from its use. FNT shall not be required to pay license fees to the extent FNT has previously reimbursed FIS for third party license fees associated therewith whether as a Pass-Through Expense or otherwise.
(c) To the extent permitted by third party licenses pursuant to which FIS licenses FIS Third Party Software, FIS hereby grants FNT a fully paid up, royalty free, perpetual, worldwide, irrevocable, non-exclusive license to use, copy, maintain, modify, enhance, perform, display, create derivative work from, make and have made (collectively