Common use of COPYRIGHT AND INTELLECTUAL PROPERTY Clause in Contracts

COPYRIGHT AND INTELLECTUAL PROPERTY. 32.1 Subject to Condition 32.2 the Intellectual Property Rights in this Contract and all documents, records, data and other information produced by the Tenderer as part of the Services shall belong exclusively to the Council and the Tenderer shall not make or distribute to any third party any copies of this Contract or the documents, records, data and other information produced by it without the written consent of the Authorised Officer, which consent the Authorised Officer shall be absolutely entitled to withhold. 32.2 The Tenderer shall be entitled to make copies of the Contract where such copies are required to enable it to perform the Services. 32.3 Any and all Intellectual Property Rights developed under this Contract or arising from the provision of the Services by the Tenderer shall belong to the Council and the Tenderer agrees that it shall execute or cause to be executed (by authorised staff if necessary) all deeds, documents and acts required to vest such Intellectual Property Rights in the Council. Save that all pre-existing intellectual property rights to any information technology, introduced by the Tenderer in the performance of the obligations detailed herein shall vest in and remain the property of the Tenderer exclusively. 32.4 Any and all Intellectual Property Rights which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to any information technology (including software) used by either or both of the Parties for the implementation of this Contract shall vest in, become and remain the property of the Council. 32.5 The Tenderer shall indemnify the Council against any claims, liabilities, costs, losses, expenses, proceedings and damages arising directly out of any infringement or alleged infringement of any third party Intellectual Property Rights in connection with the provision of the Services arising as a result of the Tenderer’ default. 32.6 Subject to Condition 32.7, The Tenderer shall notify the Council of and conduct any litigation arising from (including all negotiations in connection with) any claims, demands and actions in respect of any infringement or alleged infringement directly by the Tenderer of any Intellectual Property Rights. The Council shall at the request of the Tenderer, afford the Tenderer all reasonable assistance for the purpose of contesting any such claims, demands and actions. The Tenderer shall reimburse the Council for all costs and expenses (including, but not limited to legal costs and disbursements on a full indemnity basis) incurred in so doing. 32.7 If so requested by the Council, the Tenderer shall either: 32.7.1 take all such steps as may be necessary to avoid the infringement or the alleged infringement of any Intellectual Property Rights; or 32.7.2 procure such licence as may be necessary to continue the carrying out of the Services without infringement, on terms which are reasonably acceptable to the Council. 32.8 The Tenderer shall act as the bailee of any Service Data which may at any time be in the Tenderer’s possession or under its control and shall store such Service Data safely and separately from any data not relating to the Services and in a manner which makes it readily identifiable as Service Data relating to each of the Services and the Tenderer shall at all times comply with the Data Protection Xxx 0000 and the Computer Xxxxxx Xxx 0000 and shall give the Authorised Officer (and/or persons nominated by him) right of access to premises used by the Tenderer to monitor performance of the Services and compliance with the Legislation.

COPYRIGHT AND INTELLECTUAL PROPERTY. 32.1 Subject to Condition 32.2 the All Background Intellectual Property Rights in this Contract and all documents, records, data and other information produced owned by the Tenderer as part of the Services shall belong exclusively or licensed to either Party prior to the Council and the Tenderer shall not make or distribute to any third party any copies commencement of this Contract or the documents, records, data and other information produced by it without the written consent of the Authorised Officer, which consent the Authorised Officer shall be absolutely entitled to withhold. 32.2 The Tenderer shall be entitled to make copies of the Contract where such copies are required to enable it to perform the Services. 32.3 Any and all Intellectual Property Rights developed under this Contract or arising from the provision of the Services by the Tenderer shall belong to the Council and the Tenderer agrees that it shall execute or cause to be executed (by authorised staff if necessary) all deeds, documents and acts required to vest such Intellectual Property Rights in the Council. Save that all pre-existing intellectual property rights to any information technology, introduced by the Tenderer in the performance of the obligations detailed herein shall vest in and Agreement will remain the property of that Party or the Tenderer exclusively. 32.4 Any licensor to that Party as appropriate. In consideration of NICE paying for the Project Services the Contractor with full title guarantee assigns or agrees to procure the assignment to NICE of all vested contingent and all future Intellectual Property Rights which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to rights and Copyright in any information technology (including software) used by either or both of the Parties for the implementation of this Contract shall vest in, become and remain the property of the Council. 32.5 The Tenderer shall indemnify the Council against any claims, liabilities, costs, losses, expenses, proceedings and damages arising directly out of any infringement or alleged infringement of any third party Intellectual Property Rights in connection with the provision of the Services arising work created as a result of the Tenderer’ default. 32.6 Subject Project Services to Condition 32.7, The Tenderer shall notify hold to NICE its successors and assigns absolutely throughout the Council world for the full period of those rights and conduct to any litigation arising from (including all negotiations in connection with) any claims, demands and actions in respect of any infringement or alleged infringement directly by the Tenderer of any Foreground Intellectual Property Rights. The Council shall at the request of the Tendererwhich includes, afford the Tenderer all reasonable assistance for the purpose of contesting without limitation, any such claims, demands and actions. The Tenderer shall reimburse the Council for all costs and expenses Deliverables (including, but not limited to, documents, reports, publications and all electronic publications including websites) that are supplied to legal costs and disbursements on a full indemnity basis) incurred in so doing. 32.7 If so requested by the CouncilNICE pursuant to this Agreement. Without prejudice to Clause 11.2, the Tenderer shall either: 32.7.1 take Contractor agrees to do all such steps things and to sign and execute all such documents and deeds as may reasonably be necessary required in order to avoid perfect, protect or enforce any of the infringement rights granted to NICE pursuant to Clause 11.2. NICE hereby grants to the Contractor a world wide, royalty free, irrevocable licence to : publish in academic journals any part of the Deliverables or any other material containing or relying upon any part of the alleged infringement Deliverables; and use any part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, a licence to grant sub-licences of its rights described in clause 11.4.1 and 11.4.2 at the Contractor's sole cost, acting reasonably, to any person, strictly for such person's own purposes provided that the Contractor shall give NICE prior written notice of the granting of any such sub-licence, to include the identity of the relevant sub-licensee. For the avoidance of doubt, "person" shall include an organisation or association. in all cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any comments and suggestions in respect of such publication. The Contractor shall give proper consideration to any such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or use in any way to NICE and the Contractor shall comply with this requirement;; no reference is made to the Collaborating Centre or to the Collaborating Centre Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentiality. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property RightsRights anywhere; or 32.7.2 procure it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s performance of the Project assigns his/her Intellectual Property Rights in such licence as material to NICE. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be necessary circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to continue NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Contractor shall ensure that at the carrying time of any assignment pursuant to Clause 11.6 the relevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the creation of any such work. In publishing any Foreground Intellectual Property arising out of the Services without infringementProject other than any Deliverables, on terms which are reasonably acceptable NICE shall make due acknowledgement to the CouncilContractor as joint contributor. 32.8 The Tenderer shall act as the bailee of any Service Data which may at any time be in the Tenderer’s possession or under its control and shall store such Service Data safely and separately from any data not relating to the Services and in a manner which makes it readily identifiable as Service Data relating to each of the Services and the Tenderer shall at all times comply with the Data Protection Xxx 0000 and the Computer Xxxxxx Xxx 0000 and shall give the Authorised Officer (and/or persons nominated by him) right of access to premises used by the Tenderer to monitor performance of the Services and compliance with the Legislation.

COPYRIGHT AND INTELLECTUAL PROPERTY. 32.1 Subject to Condition 32.2 the All Background Intellectual Property Rights in this Contract and all documents, records, data and other information produced owned by the Tenderer as part of the Services shall belong exclusively or licensed to either Party prior to the Council and the Tenderer shall not make or distribute to any third party any copies commencement of this Contract or the documents, records, data and other information produced by it without the written consent of the Authorised Officer, which consent the Authorised Officer shall be absolutely entitled to withhold. 32.2 The Tenderer shall be entitled to make copies of the Contract where such copies are required to enable it to perform the Services. 32.3 Any and all Intellectual Property Rights developed under this Contract or arising from the provision of the Services by the Tenderer shall belong to the Council and the Tenderer agrees that it shall execute or cause to be executed (by authorised staff if necessary) all deeds, documents and acts required to vest such Intellectual Property Rights in the Council. Save that all pre-existing intellectual property rights to any information technology, introduced by the Tenderer in the performance of the obligations detailed herein shall vest in and Agreement will remain the property of that Party or the Tenderer exclusively. 32.4 Any licensor to that Party as appropriate. In consideration of NICE paying for the Project Services the Contractor with full title guarantee assigns or agrees to procure the assignment to NICE of all vested contingent and all future Intellectual Property Rights which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to rights and Copyright in any information technology (including software) used by either or both of the Parties for the implementation of this Contract shall vest in, become and remain the property of the Council. 32.5 The Tenderer shall indemnify the Council against any claims, liabilities, costs, losses, expenses, proceedings and damages arising directly out of any infringement or alleged infringement of any third party Intellectual Property Rights in connection with the provision of the Services arising work created as a result of the Tenderer’ default. 32.6 Subject Project Services to Condition 32.7, The Tenderer shall notify hold to NICE its successors and assigns absolutely throughout the Council world for the full period of those rights and conduct to any litigation arising from (including all negotiations in connection with) any claims, demands and actions in respect of any infringement or alleged infringement directly by the Tenderer of any Foreground Intellectual Property Rights. The Council shall at the request of the Tendererwhich includes, afford the Tenderer all reasonable assistance for the purpose of contesting without limitation, any such claims, demands and actions. The Tenderer shall reimburse the Council for all costs and expenses Deliverables (including, but not limited to, documents, reports, publications and all electronic publications including websites) that are supplied to legal costs and disbursements on a full indemnity basis) incurred in so doing. 32.7 If so requested by the CouncilNICE pursuant to this Agreement. Without prejudice to Clause 11.2, the Tenderer shall either: 32.7.1 take Contractor agrees to do all such steps things and to sign and execute all such documents and deeds as may reasonably be necessary required in order to avoid perfect, protect or enforce any of the infringement rights granted to NICE pursuant to Clause 11.2. If the Contractor incorporates any copyrightable work or work where the alleged infringement IPR is own by a third party in any work it produces or has produced on its behalf then it shall ensure that appropriate permissions for NICE to use that work are obtained in writing. The NICE Project Manager shall have the right to see such permissions NICE hereby grants to the Contractor a world wide, royalty free, irrevocable licence to : publish in academic journals any part of the Deliverables or any other material containing or relying upon any part of the Deliverables; and use any part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, a licence to grant sub-licences of its rights described in clause 11.4.1 and 11.4.2 at the Contractor's sole cost, acting reasonably, to any person, strictly for such person's own purposes provided that the Contractor shall give NICE prior written notice of the granting of any such sub-licence, to include the identity of the relevant sub-licensee. For the avoidance of doubt, "person" shall include an organisation or association. in all cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any comments and suggestions in respect of such publication. The Contractor shall give proper consideration to any such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or use in any way to NICE and the Contractor shall comply with this requirement;; no reference is made to the Safe Staffing Economics Unit (SSEU) or to the Safe Staffing Economics Unit (SSEU) Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentiality. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property RightsRights anywhere; or 32.7.2 procure it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s performance of the Project assigns his/her Intellectual Property Rights in such licence as material to NICE. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be necessary circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to continue NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Contractor shall ensure that at the carrying time of any assignment pursuant to Clause 11.7 the relevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the creation of any such work. In publishing any Foreground Intellectual Property arising out of the Services without infringementProject other than any Deliverables, on terms which are reasonably acceptable NICE shall make due acknowledgement to the CouncilContractor as joint contributor. 32.8 The Tenderer shall act as the bailee of any Service Data which may at any time be in the Tenderer’s possession or under its control and shall store such Service Data safely and separately from any data not relating to the Services and in a manner which makes it readily identifiable as Service Data relating to each of the Services and the Tenderer shall at all times comply with the Data Protection Xxx 0000 and the Computer Xxxxxx Xxx 0000 and shall give the Authorised Officer (and/or persons nominated by him) right of access to premises used by the Tenderer to monitor performance of the Services and compliance with the Legislation.

COPYRIGHT AND INTELLECTUAL PROPERTY. 32.1 Subject to Condition 32.2 the All Background Intellectual Property Rights in this Contract and all documents, records, data and other information produced owned by the Tenderer as part of the Services shall belong exclusively or licensed to either Party prior to the Council and the Tenderer shall not make or distribute to any third party any copies commencement of this Contract or the documents, records, data and other information produced by it without the written consent of the Authorised Officer, which consent the Authorised Officer shall be absolutely entitled to withhold. 32.2 The Tenderer shall be entitled to make copies of the Contract where such copies are required to enable it to perform the Services. 32.3 Any and all Intellectual Property Rights developed under this Contract or arising from the provision of the Services by the Tenderer shall belong to the Council and the Tenderer agrees that it shall execute or cause to be executed (by authorised staff if necessary) all deeds, documents and acts required to vest such Intellectual Property Rights in the Council. Save that all pre-existing intellectual property rights to any information technology, introduced by the Tenderer in the performance of the obligations detailed herein shall vest in and Agreement will remain the property of that Party or the Tenderer exclusively. 32.4 Any licensor to that Party as appropriate. In consideration of NICE paying for the Project Services the Contractor with full title guarantee assigns or agrees to procure the assignment to NICE of all vested contingent and all future Intellectual Property Rights which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to rights and Copyright in any information technology (including software) used by either or both of the Parties for the implementation of this Contract shall vest in, become and remain the property of the Council. 32.5 The Tenderer shall indemnify the Council against any claims, liabilities, costs, losses, expenses, proceedings and damages arising directly out of any infringement or alleged infringement of any third party Intellectual Property Rights in connection with the provision of the Services arising work created as a result of the Tenderer’ default. 32.6 Subject Project Services to Condition 32.7hold to NICE its successors and assigns absolutely throughout the world for the full period of those rights. Without prejudice to Clause Error: Reference source not found, The Tenderer the Contractor agrees (subject to NICE being responsible for all reasonable costs and expenses directly incurred by the Contractor as a result of any request by NICE under this Clause 11.1) to do all such things and to sign and execute all such documents and deeds as may reasonably be required in order to perfect, protect or enforce any of the rights granted to NICE pursuant to Clause Error: Reference source not found. NICE acknowledges that the Contractor shall notify be free to : publish in academic journals any part of the Council Deliverables or any other material containing or relying upon any part of the Deliverables; and conduct use any litigation arising from (including part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, in all negotiations in connection with) cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any claims, demands comments and actions suggestions in respect of such publication. The Contractor shall give proper consideration to any infringement such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or alleged infringement directly by use in any way to NICE and the Tenderer Contractor shall comply with this requirement;; no reference is made to the Clinical Guidelines Technical Support Unit or to the Clinical Guidelines Technical Support Unit Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentiality. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property RightsRights anywhere; it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s performance of the Project assigns his/her Intellectual Property Rights in such material to the Contractor. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Council Contractor shall ensure that at the request time of any assignment pursuant to Clause 11.6 the Tendererrelevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, afford Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the Tenderer all reasonable assistance for the purpose creation of contesting any such claims, demands and actionswork. The Tenderer shall reimburse the Council for all costs and expenses (including, but not limited to legal costs and disbursements on a full indemnity basis) incurred in so doing. 32.7 If so requested by the Council, the Tenderer shall either: 32.7.1 take all such steps as may be necessary to avoid the infringement or the alleged infringement of In publishing any Foreground Intellectual Property Rights; or 32.7.2 procure such licence as may be necessary to continue the carrying arising out of the Services without infringementProject other than any Deliverables, on terms which are reasonably acceptable NICE shall make due acknowledgement to the Council. 32.8 Contractor as joint contributor. The Tenderer Contractor and Clinical Guidelines Technical Support Unit Members are required to work with NICE staff in dealing with any media interest on NICE supported projects. The Contractor shall act ensure that Clinical Guidelines Technical Support Unit Members comply with this obligation. NICE reserves the right to use data or other material from collaborations, which it funds as part of its publicity activities. All interaction with the bailee media should be channelled through NICE Communications Department. Identifying outputs as supported by NICE Unless the Institute notifies the Contractor to the contrary in writing any Additional Publication shall acknowledge the Institute’s assistance and carry a disclaimer in such form as shall be agreed by the Institute and the Contractor or, in the absence of any Service Data agreement, a notice as follows: “This work was undertaken by [name of Clinical Guidelines Technical Support Unit Member(s)] which may at any time be received funding from the National Institute for Health and Clinical Excellence. The views expressed in the Tenderer’s possession or under its control and shall store such Service Data safely and separately from any data not relating to the Services and in a manner which makes it readily identifiable as Service Data relating to each this publication are those of the Services authors and the Tenderer shall at all times comply with the Data Protection Xxx 0000 and the Computer Xxxxxx Xxx 0000 and shall give the Authorised Officer (and/or persons nominated by him) right of access to premises used by the Tenderer to monitor performance not necessarily those of the Services Institute.” Both Parties recognise the other Party's public reputation and compliance with the Legislationlegal responsibilities. Each Party shall use all reasonable endeavours not to harm or compromise these.

COPYRIGHT AND INTELLECTUAL PROPERTY. 32.1 Subject to Condition 32.2 the All Background Intellectual Property Rights in this Contract and all documents, records, data and other information produced owned by the Tenderer as part of the Services shall belong exclusively or licensed to either Party prior to the Council and the Tenderer shall not make or distribute to any third party any copies commencement of this Contract or the documents, records, data and other information produced by it without the written consent of the Authorised Officer, which consent the Authorised Officer shall be absolutely entitled to withhold. 32.2 The Tenderer shall be entitled to make copies of the Contract where such copies are required to enable it to perform the Services. 32.3 Any and all Intellectual Property Rights developed under this Contract or arising from the provision of the Services by the Tenderer shall belong to the Council and the Tenderer agrees that it shall execute or cause to be executed (by authorised staff if necessary) all deeds, documents and acts required to vest such Intellectual Property Rights in the Council. Save that all pre-existing intellectual property rights to any information technology, introduced by the Tenderer in the performance of the obligations detailed herein shall vest in and Agreement will remain the property of that Party or the Tenderer exclusively. 32.4 Any and all licensor to that Party as appropriate. The Contractor recognises that the Intellectual Property Rights and Copyright in any work which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to any information technology (including software) used by either or both of the Parties for the implementation of this Contract shall vest in, become and remain the property of the Council. 32.5 The Tenderer shall indemnify the Council against any claims, liabilities, costs, losses, expenses, proceedings and damages arising directly out of any infringement or alleged infringement of any third party Intellectual Property Rights in connection with the provision of the Services arising is created as a result of the Tenderer’ default. 32.6 Subject Project Services by the Contractor or its servants, agents, consultants or independent contractors shall belong to Condition 32.7, NICE. In consideration of NICE paying for the Project Services the Contractor with full title guarantee assigns or agrees to procure the assignment to NICE of all vested contingent and future Intellectual Property rights and Copyright in any work created as a result of the Project Services to hold to NICE its successors and assigns absolutely throughout the world for the full period of those rights. The Tenderer shall notify the Council of and conduct Contractor warrants so far as it is aware having made its usual enquiries that in relation to any litigation arising from (including all negotiations in connection with) Foreground Intellectual Property: it does not infringe any claims, demands and actions in respect copyright of any infringement third party anywhere; it does not violate any existing Intellectual Property Rights anywhere; it does not contain anything offensive, obscene, libellous or alleged infringement directly by otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Tenderer Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s performance of the Project assigns his/her Intellectual Property RightsRights in such material to the Contractor. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Council Contractor shall ensure that at the request time of any assignment pursuant to Clause 11.5 the Tendererrelevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, afford Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the Tenderer all reasonable assistance for the purpose creation of contesting any such claims, demands and actionswork. The Tenderer shall reimburse the Council for all costs and expenses (including, but not limited to legal costs and disbursements on a full indemnity basis) incurred in so doing. 32.7 If so requested by the Council, the Tenderer shall either: 32.7.1 take all such steps as may be necessary to avoid the infringement or the alleged infringement of In publishing any Foreground Intellectual Property Rights; or 32.7.2 procure such licence as may be necessary to continue the carrying arising out of the Services without infringementProject other than any Deliverables, on terms which are reasonably acceptable NICE shall make due acknowledgement to the Council. 32.8 Contractor as joint contributor. The Tenderer Contractor and External Assessment Centre Members are required to work with NICE staff in dealing with any media interest on NICE supported projects. The Contractor shall act ensure that External Assessment Centre Members comply with this obligation. NICE reserves the right to use data or other material from collaborations, which it funds as part of its publicity activities. All interaction between the bailee External Assessment Centre and the media should be channelled through NICE Communications Department. Identifying outputs as supported by NICE External Assessment Centres may publish abstracts, papers or reports based on work commissioned by NICE, only with the explicit and prior consent of NICE, which the Institute will not unreasonably withhold. Papers associated with specific pieces of NICE guidance will not normally be published by the external assessment centre before NICE publishes that guidance. Unless the Institute notifies the Contractor to the contrary in writing any Additional Publication shall acknowledge the Institute’s assistance and carry a disclaimer in such form as shall be agreed by the Institute and the Contractor or, in the absence of any Service Data agreement, a notice as follows: “This work was undertaken by [name of External Assessment Centre Member(s)] which may at any time be received funding from the National Institute for Health and Clinical Excellence. The views expressed in the Tenderer’s possession or under its control and shall store such Service Data safely and separately from any data not relating to the Services and in a manner which makes it readily identifiable as Service Data relating to each this publication are those of the Services authors and the Tenderer shall at all times comply with the Data Protection Xxx 0000 and the Computer Xxxxxx Xxx 0000 and shall give the Authorised Officer (and/or persons nominated by him) right of access to premises used by the Tenderer to monitor performance not necessarily those of the Services Institute.” Both Parties recognise the other Party's public reputation and compliance with the Legislationlegal responsibilities. Each Party shall use all reasonable endeavours not to harm or compromise these.

COPYRIGHT AND INTELLECTUAL PROPERTY. 32.1 Subject to Condition 32.2 the All Background Intellectual Property Rights in this Contract and all documents, records, data and other information produced owned by the Tenderer as part of the Services shall belong exclusively or licensed to either Party prior to the Council and the Tenderer shall not make or distribute to any third party any copies commencement of this Contract or the documents, records, data and other information produced by it without the written consent of the Authorised Officer, which consent the Authorised Officer shall be absolutely entitled to withhold. 32.2 The Tenderer shall be entitled to make copies of the Contract where such copies are required to enable it to perform the Services. 32.3 Any and all Intellectual Property Rights developed under this Contract or arising from the provision of the Services by the Tenderer shall belong to the Council and the Tenderer agrees that it shall execute or cause to be executed (by authorised staff if necessary) all deeds, documents and acts required to vest such Intellectual Property Rights in the Council. Save that all pre-existing intellectual property rights to any information technology, introduced by the Tenderer in the performance of the obligations detailed herein shall vest in and Agreement will remain the property of that Party or the Tenderer exclusively. 32.4 Any licensor to that Party as appropriate. In consideration of NICE paying for the Project Services the Contractor with full title guarantee assigns or agrees to procure the assignment to NICE of all vested contingent and all future Intellectual Property Rights which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to rights and Copyright in any information technology (including software) used by either or both of the Parties for the implementation of this Contract shall vest in, become and remain the property of the Council. 32.5 The Tenderer shall indemnify the Council against any claims, liabilities, costs, losses, expenses, proceedings and damages arising directly out of any infringement or alleged infringement of any third party Intellectual Property Rights in connection with the provision of the Services arising work created as a result of the Tenderer’ default. 32.6 Subject Project Services to Condition 32.7, The Tenderer shall notify hold to NICE its successors and assigns absolutely throughout the Council world for the full period of those rights and conduct to any litigation arising from (including all negotiations in connection with) any claims, demands and actions in respect of any infringement or alleged infringement directly by the Tenderer of any Foreground Intellectual Property Rights. The Council shall at the request of the Tendererwhich includes, afford the Tenderer all reasonable assistance for the purpose of contesting without limitation, any such claims, demands and actions. The Tenderer shall reimburse the Council for all costs and expenses Deliverables (including, but not limited to, documents, reports, publications and all electronic publications including websites) that are supplied to legal costs and disbursements on a full indemnity basis) incurred in so doing. 32.7 If so requested by the CouncilNICE pursuant to this Agreement. Without prejudice to Clause 11.2, the Tenderer shall either: 32.7.1 take Contractor agrees to do all such steps things and to sign and execute all such documents and deeds as may reasonably be necessary required in order to avoid perfect, protect or enforce any of the infringement rights granted to NICE pursuant to Clause 11.2. NICE hereby grants to the Contractor a world wide, royalty free, irrevocable licence to : publish in academic journals any part of the Deliverables or any other material containing or relying upon any part of the alleged infringement Deliverables; and use any part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, in all cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any comments and suggestions in respect of such publication. The Contractor shall give proper consideration to any such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or use in any way to NICE and the Contractor shall comply with this requirement;; no reference is made to the Collaborating Centre or to the Collaborating Centre Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentiality. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property RightsRights anywhere; or 32.7.2 procure it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s performance of the Project assigns his/her Intellectual Property Rights in such licence as material to NICE. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be necessary circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to continue NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Contractor shall ensure that at the carrying time of any assignment pursuant to Clause 11.6 the relevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the creation of any such work. In publishing any Foreground Intellectual Property arising out of the Services without infringementProject other than any Deliverables, on terms which are reasonably acceptable NICE shall make due acknowledgement to the CouncilContractor as joint contributor. 32.8 The Tenderer shall act as the bailee of any Service Data which may at any time be in the Tenderer’s possession or under its control and shall store such Service Data safely and separately from any data not relating to the Services and in a manner which makes it readily identifiable as Service Data relating to each of the Services and the Tenderer shall at all times comply with the Data Protection Xxx 0000 and the Computer Xxxxxx Xxx 0000 and shall give the Authorised Officer (and/or persons nominated by him) right of access to premises used by the Tenderer to monitor performance of the Services and compliance with the Legislation.

COPYRIGHT AND INTELLECTUAL PROPERTY. 32.1 Subject to Condition 32.2 00.0. Xxxx as where the parties otherwise agree in writing the Intellectual Property Rights in this Contract Panel Vendor Agreement and all documents, records, data and other information produced by the Tenderer Panel Vendor as part of the Services shall belong exclusively to the Council and the Tenderer Panel Vendor shall not make or distribute to any third party any copies of this Contract Panel Vendor Agreement or the documents, records, data and other information produced by it without the written consent of the Authorised OfficerCouncil, which consent of the Authorised Officer Council shall be absolutely entitled to withhold. 32.2 26.2. The Tenderer Panel Vendor shall be entitled to make copies of the Contract Panel Vendor Agreement where such copies are required to enable it to perform the Services. 32.3 26.3. Any and all Intellectual Property Rights developed under this Contract Panel Vendor Agreement or arising from the provision of the Services by the Tenderer Panel Vendor shall belong to the Council and the Tenderer Panel Vendor agrees that it shall execute or cause to be executed (by authorised staff if necessary) all deeds, documents and acts required to vest such Intellectual Property Rights in the Council. Save that all pre-existing intellectual property rights to any information technology, introduced by the Tenderer Panel Vendor in the performance of the obligations detailed herein shall vest in and remain the property of the Tenderer exclusivelyPanel Vendor. 32.4 26.4. Any and all Intellectual Property Rights which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to any information technology (including software) used by either or both of the Parties parties for the implementation of this Contract Panel Vendor Agreement shall vest in, become and remain the property of the Council. 32.5 26.5. The Tenderer Panel Vendor shall indemnify the Council against any claims, liabilities, costs, losses, expenses, proceedings and damages arising directly out of or as a consequence of any infringement or alleged infringement of any third party Intellectual Property Rights in connection with the provision of the Services arising as a result of the Tenderer’ defaultServices. 32.6 26.6. Subject to Condition 32.7Clause 26.7, The Tenderer the Panel Vendor shall notify the Council of and conduct any litigation arising from (including all negotiations in connection with) any claims, demands and actions in respect of any infringement or alleged infringement directly by the Tenderer of any Intellectual Property Rights. The Council shall at the request of the Tenderer, Panel Vendor Agreement afford the Tenderer Panel Vendor all reasonable assistance for the purpose of contesting any such claims, demands and actions. The Tenderer Panel Vendor shall reimburse the Council for all costs and expenses (including, but not limited to legal costs and disbursements on a full indemnity basis) incurred in so doing. 32.7 26.7. If so requested by the Council, the Tenderer Panel Vendor shall either: 32.7.1 26.7.1. take all such steps as may be necessary to avoid the infringement or the alleged infringement of any Intellectual Property Rights; or 32.7.2 26.7.2. procure such licence as may be necessary to continue the carrying out of the Services without infringement, on terms which are reasonably acceptable to the Council. 32.8 The Tenderer shall act as the bailee of any Service Data which may at any time be in the Tenderer’s possession or under its control and shall store such Service Data safely and separately from any data not relating to the Services and in a manner which makes it readily identifiable as Service Data relating to each of the Services and the Tenderer shall at all times comply with the Data Protection Xxx 0000 and the Computer Xxxxxx Xxx 0000 and shall give the Authorised Officer (and/or persons nominated by him) right of access to premises used by the Tenderer to monitor performance of the Services and compliance with the Legislation.