Common use of Euro Clause in Contracts

Euro. Any requirement of Law to account for the Goods and/or Services in Euro, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 24.4.1 by the Supplier. INTENTIONALLY LEFT BLANK – NOT REQUIRED The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Customer’s Premises: any member of the Staff; or any person employed or engaged by any member of the Staff, whose admission or continued presence would, in the reasonable opinion of the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Premises in connection with this Call Off Contract, specifying the capacities in which they are concerned with this Call Off Contract and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries of the Premises shall comply with such rules, regulations and requirements (including all those relating to security arrangements and the Security Policy) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Premises. If the Supplier fails to comply with Clause 26.1.4 within three (3) weeks of the date of the request or such other reasonable period which the Customer may specify, the Customer may terminate this Call Off Contract for Material Breach, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Customer. The decision of the Customer as to whether any person is to be refused access to the Premises and as to whether the Supplier has failed to comply with Clause 26.1.4 shall be final and conclusive. INTENTIONALLY LEFT BLANK – NOT REQUIRED INTENTIONALLY LEFT BLANK – NOT REQUIRED INTENTIONALLY LEFT BLANK – NOT REQUIRED

Euro. Any requirement of Law to account for the Goods and/or Services in Euro, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 24.4.1 by the Supplier. INTENTIONALLY LEFT BLANK – NOT REQUIRED The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Customer’s Premises: any member of the Staff; or any person employed or engaged by any member of the Staff, whose admission or continued presence would, in the reasonable opinion of the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Premises in connection with this Call Off Contract, specifying the capacities in which they are concerned with this Call Off Contract and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries of the Premises shall comply with such rules, regulations and requirements (including all those relating to security arrangements and the Security Policy) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Premises. If the Supplier fails to comply with Clause 26.1.4 26.1.2 within three (3) weeks of the date of the request or such other reasonable period which the Customer may specify, the Customer may terminate this Call Off Contract for Material Breach, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Customer. The decision of the Customer as to whether any person is to be refused access to the Premises and as to whether the Supplier has failed to comply with Clause 26.1.4 26.1.2 shall be final and conclusive. INTENTIONALLY LEFT BLANK – NOT REQUIRED INTENTIONALLY LEFT BLANK – NOT REQUIRED INTENTIONALLY LEFT BLANK – NOT REQUIREDREQUIRED Save as expressly granted elsewhere under this Call Off Contract: the Customer shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Supplier or its licensors, including the Supplier Background IPRs, and the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Customer or its licensors, including: the Customer Background IPRs; IPRs in the Customer Data; and the Project Specific IPRs. Where either Party acquires, by operation of Law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in Clause 29.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). The Supplier shall not, and shall procure that the Staff shall not, (except when necessary for the performance of this Call Off Contract) without Approval (which the Customer shall have the sole and absolute right to grant or deny) use or disclose any of the Customer Background IPR, Customer Data or the Project Specific IPRs to or for the benefit of any third party. The Supplier hereby grants, or shall procure the direct grant, to the Customer (and to any Replacement Supplier) of a perpetual, transferrable, irrevocable, sub-licensable, non-exclusive, royalty-free licence to copy, modify, disclose and use the Supplier Background IPRs for any purpose connected with the receipt of the Goods and/or Services that is incidental to the exercise of the rights granted to the Customer under this Call Off Contract and to enable the Customer: to receive the Goods and/or Services; and to make use of the goods and/or services provided by the Replacement Supplier. Unless the Customer has Approved or notified the Supplier otherwise, the Supplier hereby assigns to the Customer, with full title guarantee, title to and all rights and interest in the Project Specific IPRs, or shall procure that the first owner of the Project Specific IPRs assigns them to the Customer on the same basis. Such assignment shall either take effect on the Commencement Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the Project Specific IPRs, as appropriate. The Supplier shall waive or procure a waiver of any moral rights in the Project Specific IPRs assigned to the Customer under this Call Off Contract. If requested to do so by the Customer, the Supplier shall without charge to the Customer execute all documents and do all such further acts as the Customer may require to perfect the assignment under Clause 29.5. The Customer hereby grants to the Supplier a non-exclusive, non-assignable royalty-free licence to use the Customer Background IPRs, Customer Data and the Project Specific IPRs during the Call Off Contract Period for the sole purpose of enabling the Supplier to perform its obligations under this Call Off Contract and provide the Goods and/or Services. The Customer gives no warranty as to the suitability for the Supplier’s purpose of any IPRs licensed to the Supplier hereunder. Such licence: includes the right to grant sub-licences to Sub-Contractors engaged in providing or delivering any of the Goods and/or Services (or part thereof) provided that any such Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 32 (Confidentiality) and that any such Sub-contracts shall be non-transferable and personal to the relevant Sub-contractor; and is granted solely to the extent necessary for the provision of the Goods and/or Services in accordance with this Call Off Contract. The Supplier shall not, and shall procure that the Sub-Contractors do not, use the licensed materials for any other purpose or for the benefit of any person other than the Customer; In the event of the termination or expiry of this Call Off Contract, the licence referred to in Clause 29.7 and any sub-licence granted in accordance with Clause 29.7.1 shall terminate automatically, and the Supplier shall immediately deliver to the Customer (or destroy and confirm receipt of such destruction to the Customer) all material licensed to the Supplier pursuant to Clause 29.7 in the Supplier's possession or control in accordance with Clause 40.3 (Consequences of expiry or termination of the Call Off Contract for any reason). Subject to Clause 29.10 and Clause 29.11 the Supplier shall ensure that no unlicensed software or open source software is interfaced with or embedded within any Customer Software. Prior to using any third party IPRs in connection with the supply of the Goods and/or Services, the Supplier shall submit all details of such third party IPRs as the Customer may request to the Customer for Approval ("Request for Approval"). The Supplier shall provide the Customer with details of any third party licence required by the Supplier and/or the Customer in order for the Supplier to carry out its obligations under this Call Off Contract using the third party IPRs in the Request for Approval. The Customer reserves the right to withhold or deny Approval in the event that it does not agree to the terms of the third party licence or where any additional charges will be incurred. Where the Supplier is granted Approval to use the third party IPRs set out in a Request for Approval, the Supplier shall procure that the owner of such third party IPRs grants to the Customer a licence upon the terms informed to the Customer in the Request for Approval. The Supplier shall on demand, during and after the Call Off Contract Period, fully indemnify and keep fully indemnified and hold the Customer and the Crown harmless from and against all Losses which the Customer or the Crown may suffer or incur at any time (whether before or after the making of a demand pursuant to the indemnity hereunder) as a result of any claim (whether actual alleged asserted and/or substantiated and including third party claims) that the rights granted to the Customer pursuant to this Call Off Contract and/or the performance by the Supplier of the provision of the Goods and/or Services and/or the possession or use by the Customer of the Goods and/or Services (as appropriate) infringes or allegedly infringes a third party's Intellectual Property Rights ("Claim") except where the Claim arises from: designs supplied by the Customer; or the use of data supplied by the Customer which is not required to be verified by the Supplier under any provision of this Call Off Contract. The Customer shall notify the Supplier in writing of the Claim and the Customer shall not make any admissions which may be prejudicial to the defence or settlement of the Claim. The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the Supplier: shall consult the Customer on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Customer; shall consider and defend the Claim diligently using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute; and shall not settle or compromise the Claim without Approval (such decision to Approve or not shall not be unreasonably withheld or delayed). If a Claim is made in connection with this Call Off Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Customer and, at its own expense and subject to Approval (such decision to Approve or not to be unreasonably withheld or delayed), use its best endeavours to: modify the relevant part of the Goods and/or Services and/or the Deliverables without reducing the functionality or performance of the same, or substitute alternative goods and/or services and/or deliverables of equivalent functionality or performance, so as to avoid the infringement or the alleged infringement, provided that: the provisions herein shall apply with any necessary changes to such modified goods and/or services and/or deliverables or to the substitute goods and/or services and/or deliverables; and such substitution shall not increase the burden on the Customer; and the replaced or modified good and/or service and/or deliverable does not have an adverse effect on any other Goods and/or Services and/or Deliverables; and there is no additional cost to the Customer; and such modified or substituted goods and/or services and/or deliverables shall be acceptable to the Customer (such decision to accept or not shall not be unreasonably withheld); or procure a licence to use and supply the Goods and/or Services and/or Deliverables, which are the subject of the alleged infringement, on terms which are acceptable to the Customer; and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations, and in the event that the Supplier is unable to comply with Clauses 29.14.1 or 29.14.2 within twenty (20) Working Days of receipt of the Supplier's notification the Customer may terminate this Call Off Contract for Material Breach and the Supplier shall, upon demand, refund the Customer with all monies paid in respect of the Good and/or Service and/or Deliverable that is subject to the Claim. The Supplier's compliance with Clause 29.14 shall be at its own expense and the Supplier shall be liable for all costs and expenses that the Customer may incur resulting from the Customer's compliance with Clause 29.14. In the event that a modification or substitution in accordance with Clause 29.14.1 is not possible so as to avoid the infringement, or the Supplier has been unable to procure a licence in accordance with Clause 29.14.2, the Customer, without prejudice to any other rights of remedies under this Call Off Contract or at Law, shall be entitled to delete the relevant Good and/or Service and/or Deliverable from this Call Off Contract. If the Supplier elects to modify or replace the Good and/or Service and/or Deliverable pursuant to Clause 29.14.1 or to procure a licence in accordance with Clause 29.14.2, but this has not avoided or resolved the Claim, then the Customer may terminate this Call Off Contract for Material Breach and, without prejudice to the indemnity set out in Clause 29.12, the Supplier shall, be liable for all reasonable and unavoidable costs of the substitute goods and/or services and/or deliverables including the additional costs of procuring and implementing the substitute goods and/or services. The Supplier shall have no rights to use any of the Customer’s names, logos or trademarks without prior Approval.

Euro. Any requirement of Law to account for the Goods and/or Services in Euro, (or to prepare for such accounting) instead of and/or in addition to Sterling, shall be implemented by the Supplier free of charge to the Customer. The Customer shall provide all reasonable assistance to facilitate compliance with Clause 24.4.1 by the Supplier. INTENTIONALLY LEFT BLANK – NOT REQUIRED The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Customer’s Premises: any member of the Staff; or any person employed or engaged by any member of the Staff, whose admission or continued presence would, in the reasonable opinion of the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Premises in connection with this Call Off Contract, specifying the capacities in which they are concerned with this Call Off Contract and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries of the Premises shall comply with such rules, regulations and requirements (including all those relating to security arrangements and the Security Policy) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Premises. If the Supplier fails to comply with Clause 26.1.4 26.1.2 within three (3) weeks of the date of the request or such other reasonable period which the Customer may specify, the Customer may terminate this Call Off Contract for Material Breach, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Customer. The decision of the Customer as to whether any person is to be refused access to the Premises and as to whether the Supplier has failed to comply with Clause 26.1.4 26.1.2 shall be final and conclusive. INTENTIONALLY LEFT BLANK – NOT REQUIRED INTENTIONALLY LEFT BLANK – NOT REQUIRED INTENTIONALLY LEFT BLANK – NOT REQUIRED