Common use of Intellectual and Industrial Property Rights Clause in Contracts

Intellectual and Industrial Property Rights. (a) Except to the extent expressly provided herein, each party shall continue to own its intellectual and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights of any company within the ASSA ABLOY Group. (b) Regardless of the above, all intellectual property rights with regard to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein. (c) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free license, including the right to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products. (d) Without limiting the generality of clause 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark "ASSA ABLOY" or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever. (e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software. (f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.

Intellectual and Industrial Property Rights. 10.1 The Supplier warrants that the goods and services delivered will not infringe third parties' property rights (aincluding intellectual property rights) Except and/or other rights. 10.2 The Supplier may not use the commercial names, trademark rights, signs (whether registered or not) and/or logos utilized by Athlon, unless Athlon has explicitly given prior written permission for such use. Athlon may impose conditions to such use by the Supplier. 10.3 Any intellectual property or other rights for all countries throughout the world regarding any Work Products developed for Athlon as part of an Agreement will be held by Athlon. The Supplier will transfer any intellectual property or other rights regarding such products to Athlon, which transfer will be accepted by Athlon. At Athlon’s request, the Supplier will, as necessary, cooperate in the transfer of such rights for any country, without imposing additional conditions to this. In entering into the Agreement, the Supplier will thereby grant Athlon an irrevocable power of attorney to, if necessary, perform these legal or other acts in its name. 10.4 The Supplier will indemnify Athlon against third-party claims regarding possible infringements of these third parties’ intellectual property rights, including similar claims pertaining to knowledge, unlawful competition and the like. The Supplier will take, at its expense, any measures which may help to avoid stagnation and to limit the extra costs to be incurred or damage to be suffered because of the aforementioned infringements. 10.5 Without prejudice to the extent expressly provided hereinforegoing provisions, each party shall continue to own its Athlon may, if third parties assert liability against Athlon concerning an infringement of intellectual and industrial property rights attributable to the Supplier, rescind the Agreement in whole or in part, in writing without conferring any interests therein on judicial intervention being required. 10.6 If Athlon acquires a licence from the other party Supplier, this will be an exclusive, royalty-free, worldwide and neither continuous right of use, unless otherwise agreed in writing. 10.7 Any termination, expiration and/or rescission of the Supplier nor any third party Agreement shall acquire any right, title or interest in any intellectual or industrial property rights not affect Supplier's obligations with regard to the assignment and transfer of any company within the ASSA ABLOY Group. (b) Regardless of the above, and all intellectual property rights with regard and/or other rights in and to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein. (c) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free license, including the right to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products. (d) Without limiting the generality of clause 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark "ASSA ABLOY" or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever. (e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software. (f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.

Intellectual and Industrial Property Rights. (a) Except to the extent expressly provided herein, each party shall continue to own its intellectual and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights of any company within the ASSA ABLOY Group. (b) Regardless of the above, all intellectual property rights with regard to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein. (c) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-non- exclusive, irrevocable, fully paid-up, royalty-free license, including the right to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products. (d) Without limiting the generality of clause Section 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark "ASSA ABLOY" or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever. (e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- royalty-free, world-world- wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software. (f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.

Intellectual and Industrial Property Rights. (a) Except to the extent expressly provided herein, each party shall continue to own its intellectual 19.1. All copyright and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights relating to the Software and/or the Service, as well as those inherent in the Service output provided to the CLIENT, are the property of any company within C-MORE and its licensors. All modifications, updates and extensions of the ASSA ABLOY GroupSoftware shall be considered an integral part of the Software. 19.2. C-MORE retains full, exclusive and unrestricted or unreserved ownership of all Intellectual Property Rights in the Services and any content associated therewith, including copyrights, trademarks, trade and business secrets, patents and other proprietary rights held by it under any applicable laws anywhere in the world, and all applicable moral rights thereto. 19.3. The CLIENT may not (bi) Regardless license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, offer in a service agency, or otherwise make the Service available to third parties, other than Authorized Users; (ii) modify, copy or create any derivative works based on the Service; (iii) not accept, authorize or allow reproduction, reverse engineer (except as provided by mandatory rules of applicable law). 19.4. Access, display, or transfer of the abovecontents of the Software by the CLIENT or any of its authorized Users depends on respect for the Intellectual Property Rights of C-MORE and its licensors, all intellectual property rights with regard which protect these contents. It is prohibited to extract, use, reproduce or disclose the contents of "ESG MATURITY" for commercial purposes and its modification or incorporation into any article, publication, website, or other Software, except for the disclosure of software outputs, previously agreed upon, and for the Productsdelivery of reports to competent entities at their request, including but not limited toor within the scope of the regular exercise of the CLIENT's activity, drawingsprovided that C- MORE's trade secrets and Intellectual Property Rights are preserved. The extraction, designsuse, models, calculations, tools etc. that reproduction and disclosure of the content for non-commercial purposes are provided subject to the limitations and conditions imposed by the Purchaser or are created by applicable law. 19.5. The CLIENT understands and accepts that the Supplier data and information that the CLIENT uploads to the Service will be subject to processing in connection the Service itself, for the purposes for which it is intended, giving rise to optimised, improved (derived) data, information that includes the output of the Service ("Content"). The CLIENT grants C-MORE a worldwide, non-exclusive, perpetual, irrevocable, prepaid, royalty-free, fully transferable and sub-licensable license to use the data and information that the CLIENT uploads to the Service, for the purposes of the provision of the same Service, for its continuous improvement and constant evolution and updating, as well as for statistics, analytics and development of the Software. 19.6. So long as the CLIENT remains in compliance with this Purchase Agreement, Agreement (including the obligations that shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein. (csurvive its termination for any reason) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby C-MORE grants to the PurchaserCLIENT a limited, non- exclusive, revocable (for default), pre-paid, royalty-free, non-transferable or sub-licensable licence for the CLIENT to access, use and/or disseminate the Content, in an integrated manner and as resulting from the Service (without alteration of any nature whatsoever), for the CLIENT's internal purposes in the ESG area, excluding any and all commercial use and/or in competition with C-MORE and its licensors. 19.7. Other than as provided herein, no content of the "ESG MATURITY" Software shall be construed as granting any license, authorization or right to use any intellectual or industrial property. 19.8. C-MORE will use all legal mechanisms to protect and enforce its intellectual or industrial property rights. 19.9. Without prejudice to the provisions contained in this Agreement regarding acceptable use, the CLIENT may not disassemble, decompile, retrovert or apply other procedures to discover the source code of the Software, nor may he or she use any content or components of the Service, for the development, production or commercialization of competing computer programs. 19.10. If CLIENT provides C-MORE with any suggestions, comments, feedback, improvements, information, ideas or other feedback regarding the Service or the "ESG MATURITY" Software, regardless of format or context (collectively, "Feedback", "Comments" or "Suggestions"), CLIENT grants C-MORE a perpetualworldwide, worldwideperpetual license, non-exclusive, irrevocable, fully paid-upsub- licensable and transferable, royalty-prepaid and free license, including the right to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products. (d) Without limiting the generality of clause 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark "ASSA ABLOY" royalties or any other trademark of payment, to C-MORE to use, copy, disclose, license, publish, communicate, distribute and exploit, any company within the ASSA ABLOY Group for Feedback in any purposes whatsoeverformat and in any form, without any obligation, payment or restriction. 19.11. Infringement by the CLIENT or by its employees/service providers, of C-MORE's Intellectual Property Rights, in addition to justifying the automatic termination of this Agreement (e) To it being understood that there is no adequate remedy for the extent the Products include software (“Software”breach), constitutes the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included CLIENT in the price obligation to pay compensation to C-MORE under the general terms of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Softwarelaw. (f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.

Intellectual and Industrial Property Rights. (a) Except to Schedule 5.1.35 sets forth and describes all Intellectual and Industrial Property Rights used in whole or in part in, or required for the extent expressly provided hereincarrying on by the Corporation and the Subsidiaries of the Business and specifies, for each party shall continue to own its intellectual item, whether the Intellectual and industrial property rights without conferring any interests therein on Industrial Property Rights are owned by the other party Corporation or a Subsidiary (in this Section "Owned I.P.") or whether the Intellectual and neither Industrial Property Rights are used by the Supplier nor any third party shall acquire any right, title Corporation or interest a Subsidiary under a licence agreement or arrangement from another Person (in any intellectual or industrial property rights of any company within the ASSA ABLOY Groupthis Section "Licenced I.P."). (b) Regardless Schedule 5.1.35 specifies, for each item of Owned I.P., the registration or application number, country, filing and expiration dates (if any), classes and, for any unregistered Owned I.P. not under application for registration, the products and/or services with respect to which and the countries in which such unregistered Owned I.P. are used. All of the aboveOwned I.P. are valid and subsisting, are owned by the Corporation or a Subsidiary with good and marketable title thereto free of any Encumbrance and, except for any unregistered Owned I.P. not under application for registration, all intellectual property registrations and filings necessary to preserve the rights with regard to of the Corporation and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest Subsidiaries in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to hereinOwned I.P. have been made. (c) To The Corporation and the extent that the Products may be protected by intellectual property Subsidiaries have not granted any rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free license, including the right any Person to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate Owned I.P. except among the Products into Purchaser's own Products; (iii) sell, offer for sale, import Corporation and export the Productsits Subsidiaries and except as set out in Schedule 5.1.35. (d) Without limiting Schedule 5.1.35 specifies, for each item of Licenced I.P., whether the generality rights granted to the Corporation or a Subsidiary thereunder are exclusive, or non-exclusive sets out particulars of clause 5(a) and except as may otherwise be expressly provided any requirement thereunder for hereinthe consent, approval, permit or acknowledgment of any Person in connection with the Supplier agrees that it shall not without the prior written consent completion of the Lead Purchaser use transactions herein contemplated and the trademark "ASSA ABLOY" royalty payments, licence fees and other charges payable by the Corporation or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoevera Subsidiary thereunder. Each licence agreement or arrangement with respect to Licenced I.P. is valid and subsisting and in good standing and there is no default thereunder. (e) To the extent the Products include software (“Software”)No Person has commenced any Legal Proceeding claiming adverse ownership, the Supplier hereby grants to the Purchaser in perpetuity (invalidity, lack of distinctiveness or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also conflict with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included Owned I.P. or the Licenced I.P. or challenging any rights of the Corporation or any Subsidiary in and to the Owned I.P. or the Licenced I.P. or the right of the Corporation or any Subsidiary to use the Owned I.P. or the Licenced I.P. in the price conduct of the Products for Business. To the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies best of the Software. (f) For at least knowledge and belief of the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the ProductsVendors, after due enquiry, the Supplier shall continue conduct of the Business by the Corporation and the Subsidiaries and their use of the Owned I.P. and the Licenced I.P. do not conflict with, infringe upon or violate and are not alleged by any Person to maintain conflict with, infringe upon or violate the Software Intellectual and offer licences Industrial Property Rights or the trade secrets, know-how or confidential or proprietary information of any other Person. To the best of the knowledge of the Vendors, no other Person is using any Intellectual and Industrial Property Rights which conflict with, infringe upon or violate the rights of the Corporation or any Subsidiary in and to the Software, in Owned I.P. or the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.Licenced I.P.

Intellectual and Industrial Property Rights. ‌ (a) Except to the extent expressly provided herein, each party shall continue to own its intellectual and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights of any company within the ASSA ABLOY Group. (b) Regardless of the above, all intellectual property rights with regard to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein. (c) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free license, including the right to grant sub-sub- licenses, under all such intellectual property rights to: : (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products. (d) Without limiting the generality of clause 5(a6(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark "ASSA ABLOY" or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever. (e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software. (f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.

Intellectual and Industrial Property Rights. (a) Except to the extent expressly provided herein, each party shall continue to own its intellectual and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights of any company within the ASSA ABLOY Group. (b) Regardless of the above, all intellectual property rights with regard to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein. (c) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free license, including the right to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products. (d) Without limiting the generality of clause 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the following trademark "ASSA ABLOY" or ", "Mul-T- Lock"®, "Yale"®, the muscleman figure and/or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever. (e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software. (f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.

Intellectual and Industrial Property Rights. (a) Except to the extent expressly provided herein, each party shall continue to own its intellectual and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights of any company within the ASSA ABLOY Group. (b) Regardless of the above, all intellectual property rights with regard to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein. (c) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or Or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-royalty- free license, including the right to grant sub-sub- licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products. (d) Without limiting the generality of clause 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark "ASSA ABLOY" or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever. (e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also with respect to number of users) licence license over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software. (f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences licenses to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.

Intellectual and Industrial Property Rights. (a) Except to the extent expressly provided herein, each party shall continue to own its intellectual and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights of any company within the ASSA ABLOY Group. (b) Regardless of the above, all intellectual property rights with regard to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein. (c) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free license, including the right to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products. (d) Without limiting the generality of clause Section 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark "ASSA ABLOY" or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever. (e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software. (f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.

Intellectual and Industrial Property Rights. (a) Except to the extent expressly provided herein, each party shall continue to own its intellectual and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights of any company within the ASSA ABLOY Group. (b) Regardless of the above, all intellectual property rights with regard to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein. (c) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free license, including the right to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products. (d) Without limiting the generality of clause Section 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark following trademarks "ASSA ABLOY" or ", "Mul-T- Lock"®, "Yale"®, the muscleman figure and/or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever. (e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software. (f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.