Common use of Customer Material Clause in Contracts

Customer Material. (a) Unless expressly specified otherwise in this Agreement: (i) the Customer or its licensors (as applicable) retains ownership of all Intellectual Property Rights subsisting in all Customer Materials; and (ii) any modification or enhancement to any Customer Material is deemed to form part of the Customer Materials and all Intellectual Property Rights in such modification or enhancement vest in the Customer immediately from creation. (b) If any Customer Material is modified or enhanced by or on behalf of the Supplier, then the Supplier assigns to the Customer all Intellectual Property Rights it has in such modification or enhancement immediately from creation (and will do all things necessary to give effect to that assignment). (c) The Customer grants to the Supplier for the Term a non- exclusive, global licence to use, reproduce and modify the Customer Material solely for purposes of enabling the Supplier to provide ProcurePro to the Customer and otherwise to perform its obligations under this Agreement and for any other purposes that the Customer expressly agrees in writing. This licence includes the right to sublicense. (d) The Customer is solely responsible for all Customer Material and, to the extent permitted by law, the Supplier will not be liable in connection with any Customer Material. (e) The Supplier may collect, copy, transmit, analyse or otherwise use anonymised Customer Material (including without limitation, the Customer's use of Customer Material, information concerning Customer Material and data derived therefrom) to maintain and improve ProcurePro. Once anonymous, such information is Supplier Material (and not Customer Material).

Customer Material. (a) Unless expressly specified otherwise in this Agreement: (i) the Customer or its licensors (as applicable) retains ownership of all Intellectual Property Rights subsisting in all Customer Materials; and (ii) any modification or enhancement to any Customer Material is deemed to form part of the Customer Materials and all Intellectual Property Rights in such modification or enhancement vest in the Customer immediately from creation. (b) If any Customer Material is modified or enhanced by or on behalf of the Supplier, then the Supplier assigns to the Customer all Intellectual Property Rights it has in such modification or enhancement immediately from creation (and will do all things necessary to give effect to that assignment). (c) The Customer grants to the Supplier for the Term a non- exclusive, global licence to use, reproduce and modify the Customer Material solely for purposes of enabling the Supplier to provide ProcurePro to the Customer and otherwise to perform its obligations under this Agreement and for any other purposes that the Customer expressly agrees in writing. This licence includes the right to sublicense. (d) The Customer is solely responsible for all Customer Material and, to the extent permitted by law, the Supplier will not be liable in connection with any Customer Material, and the Customer waives, and releases the Supplier from, any Claim, however arising, in relation to any Customer Material. (e) The Supplier may collect, copy, transmit, analyse or otherwise use anonymised Customer Material (including without limitation, the Customer's use of Customer Material, information concerning Customer Material and data derived therefrom) to maintain and improve ProcurePro. Once anonymous, such information is Supplier Material (and not Customer Material).