Common use of Intellectual Property and Indemnity Clause in Contracts

Intellectual Property and Indemnity. 11.1 All Intellectual Property Rights in any materials provided by UKRI to the Supplier for the purposes of this Contract shall remain the property of UKRI but UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract. 11.2 The ownership of all Intellectual Property Rights in any materials created or developed by the Supplier pursuant to the Contract or arising as a result of the provision of the Goods and/or Services shall vest in UKRI. If, and to the extent, that the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights all its Intellectual Property Rights in such materials (with full title guarantee and free from all third party rights). 11.3 UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use any Intellectual Property Rights in the materials created or developed by the Supplier pursuant to the Contract and any Intellectual Property Rights arising as a result of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract 11.4 Without prejudice to clause 11.2, the Supplier hereby grants UKRI a perpetual, royalty- free, irrevocable and non-exclusive licence (with a right to sub-license) to use any Intellectual Property Rights vested in or licensed to the Supplier on the date of the Contract or during the Term to the extent not falling within clause 11.2 including any modifications to or derivative versions of any such Intellectual Property Rights, which UKRI reasonably requires in order to exercise its rights and take the benefit of the Contract including the Goods and/or Services provided. 11.5 The Supplier shall indemnify, and keep indemnified, UKRI in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI as a result of or in connection with any claim made against UKRI for actual or alleged infringement of a third party's intellectual property arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff. 11.6 UKRI shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring UKRI to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. UKRI shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.

Intellectual Property and Indemnity. 11.1 All Intellectual Property Rights in any materials provided by UKRI 18.1 Nam Tai warrants and confirms to SCEE that (i) Nam Tai owns or has the Supplier for right to license to SCEE all the purposes of this Contract shall remain the property of UKRI but UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract. 11.2 The ownership of all Intellectual Property Rights in any materials created or developed by the Supplier pursuant to the Contract or arising as a result of the provision of the Goods and/or Services shall vest in UKRI. If, and to the extent, that the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights all its Intellectual Property Rights in such materials (with full title guarantee and free from all third party rights). 11.3 UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use any Intellectual Property Rights in the materials created Peripheral Product other than those rights already owned by either SCEE or developed Omnivision Technologies Inc. or their respective affiliates and (ii) the sale, use, distribution, marketing, promotion, and any other dealings with the Peripheral Products by the Supplier pursuant SCEE, its agents, distributors, licensees and customers under this Agreement will not in any way violate or infringe any Intellectual Property Rights, moral rights, or privacy rights of any third party. 18.2 Nam Tai hereby grants SCEE all such rights and Licences in relation to the Contract Peripheral Products and all its elements including its name and packaging as SCEE requires in order for SCEE and its agents, distributors and licensees to freely and exclusively market, distribute, promote, sell and authorise use of the Peripheral Products during the Term and thereafter throughout the Territory. 18.3 SCEE warrants and confirms to Nam Tai that SCEE owns or has the right to license the Registered Design and the Trademarks. For the avoidance of doubt, any Intellectual Property Rights arising as a result out of modifications, variations or alterations made to the Design of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the ContractPeripheral Product shall remain vested in SCEE. 11.4 Without prejudice to clause 11.2, the Supplier 18.4 SCEE hereby grants UKRI Nam Tai a perpetual, royalty- free, irrevocable and non-exclusive licence (with a right to sub-license) to use the Trademarks and any other Intellectual Property Rights vested of SCEE necessary in or licensed order to manufacture the Supplier on the date of the Contract or Peripheral Products during the Term throughout the Territory for supply to SCEE and its nominated distributors. Nam Tai shall have no other rights in respect of the extent Trademarks or any other Intellectual Property Rights of SCEE and shall not falling within clause 11.2 including any modifications to use the Trademarks or derivative versions of any such Intellectual Property RightsRights for any purpose other than as provided for expressly in this Agreement. 18.5 Nam Tai now indemnifies SCEE and any Affiliate of SCEE, its sub-licensees and assigns from and against any and all actions, proceedings, damages, awards, losses, demands and expenses (including legal costs on an indemnity basis) arising from or which UKRI reasonably requires in order to exercise its rights and take the benefit result from any breach of the Contract including warranties set out in this Clause 18 if the Goods and/or Services provided. 11.5 The Supplier shall indemnify, and keep indemnified, UKRI in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI as a result same is not the responsibility of or in connection with any claim made against UKRI for actual or alleged infringement of a third party's intellectual property arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff. 11.6 UKRI shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring UKRI to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claimSCEE. UKRI shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.Sony Computer Entertainment Europe PlayStation Peripheralsupply Agreement

Intellectual Property and Indemnity. 11.1 All Intellectual Property Rights in any materials provided by UKRI to the Supplier for the purposes of this Contract shall remain the property of UKRI but UKRI hereby grants the Supplier a royalty-free, non-exclusive exclusive, and non-transferable licence to use such materials as required until termination or expiry of the Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract. 11.2 The ownership of all Intellectual Property Rights in any materials created or developed by the Supplier pursuant to the Contract or arising as a result of the provision of the Goods and/or Services shall vest in UKRI. If, and to the extent, that the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights all its Intellectual Property Rights in such materials (with full title guarantee and free from all third third-party rights). 11.3 UKRI hereby grants the Supplier a royalty-free, non-exclusive exclusive, and non-transferable licence to use any Intellectual Property Rights in the materials created or developed by the Supplier pursuant to the Contract and any Intellectual Property Rights arising as a result of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract 11.4 Without prejudice to clause 11.2, the Supplier hereby grants UKRI a perpetual, royalty- free, irrevocable and non-exclusive licence (with a right to sub-license) to use any Intellectual Property Rights vested in or licensed to the Supplier on the date of the Contract or during the Term to the extent not falling within clause 11.2 including any modifications to or derivative versions of any such Intellectual Property Rights, which UKRI reasonably requires in order to exercise its rights and take the benefit of the Contract including the Goods and/or Services provided. 11.5 The Supplier shall indemnify, and keep indemnified, UKRI in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI as a result of or in connection with any claim made against UKRI for actual or alleged infringement of a third party's intellectual property arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff. 11.6 UKRI shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring UKRI to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. UKRI shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.

Intellectual Property and Indemnity. 11.1 All Intellectual Property Rights in any materials provided by UKRI 18.1 Nam Tai warrants and confirms to SCEE that (i) Nam Tai owns or has the Supplier for right to license to SCEE all the purposes of this Contract shall remain the property of UKRI but UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract. 11.2 The ownership of all Intellectual Property Rights in any materials created or developed by the Supplier pursuant to the Contract or arising as a result of the provision of the Goods and/or Services shall vest in UKRI. If, and to the extent, that the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights all its Intellectual Property Rights in such materials (with full title guarantee and free from all third party rights). 11.3 UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use any Intellectual Property Rights in the materials created Peripheral Product other than those rights already owned by either SCEE or developed Omnivision Technologies Inc. or their respective affiliates and (ii) the sale, use, distribution, marketing, promotion, and any other dealings with the Peripheral Products by the Supplier pursuant SCEE, its agents, distributors, licensees and customers under this Agreement will not in any way violate or infringe any Intellectual Property Rights, moral rights, or privacy rights of any third party. 18.2 Nam Tai hereby grants SCEE all such rights and licences in relation to the Contract Peripheral Products and all its elements including its name and packaging as SCEE requires in order for SCEE and its agents, distributors and licensees to freely and exclusively market, distribute, promote, sell and authorise use of the Peripheral Products during the Term and thereafter throughout the Territory. 18.3 SCEE warrants and confirms to Nam Tai that SCEE owns or has the right to license the Registered Design and the Trademarks. For the avoidance of doubt, any Intellectual Property Rights arising as a result out of modifications, variations or alterations made to the Design of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the ContractPeripheral Product shall remain vested in SCEE. 11.4 Without prejudice to clause 11.2, the Supplier 18.4 SCEE hereby grants UKRI Nam Tai a perpetual, royalty- free, irrevocable and non-exclusive licence (with a right to sub-license) to use the Trademarks and any other Intellectual Property Rights vested of SCEE necessary in or licensed order to manufacture the Supplier on the date of the Contract or Peripheral Products during the Term throughout the Territory for supply to SCEE and its nominated distributors. Nam Tai shall have no other rights in respect of the extent Trademarks or any other Intellectual Property Rights of SCEE and shall not falling within clause 11.2 including any modifications to use the Trademarks or derivative versions of any such Intellectual Property RightsRights for any purpose other than as provided for expressly in this Agreement. 18.5 Nam Tai now indemnifies SCEE and any Affiliate of SCEE, its sublicensees and assigns from and against any and all actions, proceedings, damages, awards, losses, demands and expenses (including legal costs on an indemnity basis) arising from or which UKRI reasonably requires in order to exercise its rights and take the benefit result from any breach of the Contract including warranties set out in this Clause 18 if the Goods and/or Services provided. 11.5 The Supplier shall indemnify, and keep indemnified, UKRI in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI as a result same is not the responsibility of or in connection with any claim made against UKRI for actual or alleged infringement of a third party's intellectual property arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff. 11.6 UKRI shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring UKRI to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claimSCEE. UKRI shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.Sony Computer Entertainment Europe PlayStation PeripheralSupply Agreement

Intellectual Property and Indemnity. 11.1 8.1 All Intellectual Property Rights intellectual property rights in any materials provided by UKRI the Authority to the Supplier for the purposes of this Contract shall the Agreement remain the property of UKRI the Authority but UKRI the Authority hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Contract Agreement for the sole purpose of enabling the Supplier to perform its obligations under the ContractAgreement. 11.2 The ownership of all Intellectual Property Rights 8.2 All intellectual property rights in any materials created or developed by the Supplier pursuant to the Contract Agreement or arising as a result of the provision of the Goods and/or Services shall vest in UKRIthe Supplier. If, and to the extent, that the ownership of any Intellectual Property Rights intellectual property rights in such materials vest in the Supplier Authority by operation of law, the Supplier Authority hereby assigns ownership of such Intellectual Property Rights to UKRI the Supplier by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights intellectual property rights all its Intellectual Property Rights intellectual property rights in such materials (with full title guarantee and free from all third party rights). 11.3 UKRI 8.3 The Supplier hereby grants the Supplier Authority: 8.3.1 a perpetual, royalty-free, irrevocable, non-exclusive and non-transferable licence (with a right to sub- license) to use any Intellectual Property Rights all intellectual property rights in the materials created or developed by the Supplier pursuant to the Contract Agreement and any Intellectual Property Rights intellectual property rights arising as a result of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the ContractServices; and 11.4 Without prejudice to clause 11.2, the Supplier hereby grants UKRI 8.3.2 a perpetual, royalty- royalty-free, irrevocable and non-exclusive licence (with a right to sub-sub- license) to use use: (a) any Intellectual Property Rights intellectual property rights vested in or licensed to the Supplier on the date of the Contract or Agreement; and (b) any intellectual property rights created during the Term but which are neither created or developed pursuant to the extent not falling within clause 11.2 Agreement nor arise as a result of the provision of the Services including any modifications to or derivative versions of any such Intellectual Property Rightsintellectual property rights, which UKRI the Authority reasonably requires in order to exercise its rights and take the benefit of the Contract Agreement including the Goods and/or Services provided. 11.5 8.4 The Supplier shall indemnify, and keep indemnified, UKRI indemnifies the Authority in full against all costcosts, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI the Authority as a result of or in connection with any claim made against UKRI the Authority for actual or alleged infringement of a third party's ’s intellectual property arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff. 11.6 UKRI shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring UKRI to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. UKRI shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.

Intellectual Property and Indemnity. 11.1 ‌ 10.1 All Intellectual Property Rights in any materials provided by UKRI to the Supplier for the purposes of this Contract shall remain the property of UKRI but UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract. 11.2 10.2 The ownership of all Intellectual Property Rights in any materials created or developed by the Supplier pursuant to the Contract or arising as a result of the provision of the Goods and/or Services shall vest in UKRI. If, and to the extent, that the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights all its Intellectual Property Rights in such materials (with full title guarantee and free from all third party rights). 11.3 10.3 UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use any Intellectual Property Rights in the materials created or developed by the Supplier pursuant to the Contract and any Intellectual Property Rights arising as a result of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract 11.4 10.4 Without prejudice to clause 11.2, the Supplier hereby grants UKRI a perpetual, royalty- free, irrevocable and non-exclusive licence (with a right to sub-license) to use any Intellectual Property Rights vested in or licensed to the Supplier on the date of the Contract or during the Term to the extent not falling within clause 11.2 including any modifications to or derivative versions of any such Intellectual Property Rights, which UKRI reasonably requires in order to exercise its rights and take the benefit of the Contract including the Goods and/or Services provided. 11.5 10.5 The Supplier shall indemnify, and keep indemnified, UKRI in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI as a result of or in connection with any claim made against UKRI for actual or alleged infringement of a third party's intellectual property arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff. 11.6 10.6 UKRI shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring UKRI to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. UKRI shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.

Intellectual Property and Indemnity. 11.1 All Intellectual Property Rights in any materials provided by UKRI to the Supplier for the purposes of this Contract shall remain the property of UKRI but UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract. 11.2 The ownership of all Intellectual Property Rights in any materials created or developed by the Supplier pursuant to the Contract or arising as a result of the provision of the Goods and/or Services shall vest in UKRI. If, and to the extent, that the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights all its Intellectual Property Rights in such materials (with full title guarantee and free from all third party rights). 11.3 UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-non- transferable licence to use any Intellectual Property Rights in the materials created or developed by the Supplier pursuant to the Contract and any Intellectual Property Rights arising as a result of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract 11.4 Without prejudice to clause 11.2, the Supplier hereby grants UKRI a perpetual, royalty- royalty-free, irrevocable and non-exclusive licence (with a right to sub-license) to use any Intellectual Property Rights vested in or licensed to the Supplier on the date of the Contract or during the Term to the extent not falling within clause 11.2 including any modifications to or derivative versions of any such Intellectual Property Rights, which UKRI reasonably requires in order to exercise its rights and take the benefit of the Contract including the Goods and/or Services provided. 11.5 The Supplier shall indemnify, and keep indemnified, UKRI in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI as a result of or in connection with any claim made against UKRI for actual or alleged infringement of a third party's intellectual property arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff. 11.6 UKRI shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring UKRI to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. UKRI shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.

Intellectual Property and Indemnity. 11.1 ‌ 8.1 All Intellectual Property Rights intellectual property rights in any materials provided by UKRI the Authority to the Supplier for the purposes of this Contract shall the Agreement remain the property of UKRI the Authority but UKRI the Authority hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Contract Agreement for the sole purpose of enabling the Supplier to perform its obligations under the ContractAgreement. 11.2 The ownership of all Intellectual Property Rights 8.2 All intellectual property rights in any materials created or developed by the Supplier pursuant to the Contract Agreement or arising as a result of the provision of the Goods and/or Services shall vest in UKRIthe Supplier. If, and to the extent, that the ownership of any Intellectual Property Rights intellectual property rights in such materials vest in the Supplier Authority by operation of law, the Supplier Authority hereby assigns ownership of such Intellectual Property Rights to UKRI the Supplier by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights intellectual property rights all its Intellectual Property Rights intellectual property rights in such materials (with full title guarantee and free from all third party rights). 11.3 UKRI 8.3 The Supplier hereby grants the Supplier Authority: 8.3.1 a perpetual, royalty-free, irrevocable, non-exclusive and non-transferable licence (with a right to sub- license) to use any Intellectual Property Rights all intellectual property rights in the materials created or developed by the Supplier pursuant to the Contract Agreement and any Intellectual Property Rights intellectual property rights arising as a result of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the ContractServices; and 11.4 Without prejudice to clause 11.2, the Supplier hereby grants UKRI 8.3.2 a perpetual, royalty- royalty-free, irrevocable and non-exclusive licence (with a right to sub-sub- license) to use use: (a) any Intellectual Property Rights intellectual property rights vested in or licensed to the Supplier on the date of the Contract or Agreement; and (b) any intellectual property rights created during the Term but which are neither created or developed pursuant to the extent not falling within clause 11.2 Agreement nor arise as a result of the provision of the Services including any modifications to or derivative versions of any such Intellectual Property Rightsintellectual property rights, which UKRI the Authority reasonably requires in order to exercise its rights and take the benefit of the Contract Agreement including the Goods and/or Services provided. 11.5 8.4 The Supplier shall indemnify, and keep indemnified, UKRI indemnifies the Authority in full against all costcosts, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI the Authority as a result of or in connection with any claim made against UKRI the Authority for actual or alleged infringement of a third party's ’s intellectual property arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff. 11.6 UKRI shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring UKRI to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. UKRI shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.Staff.‌

Intellectual Property and Indemnity. 11.1 8.1 All Intellectual Property Rights intellectual property rights in any materials provided by UKRI GFSL to the Supplier for the purposes of this Contract shall the Agreement remain the property of UKRI GFSL but UKRI GFSL hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Contract Agreement for the sole purpose of enabling the Supplier to perform its obligations under the ContractAgreement. 11.2 The ownership of all Intellectual Property Rights 8.2 All intellectual property rights in any materials created or developed by the Supplier pursuant to the Contract Agreement or arising as a result of the provision of the Goods and/or Services shall vest in UKRIthe Supplier. If, and to the extent, that the ownership of any Intellectual Property Rights intellectual property rights in such materials vest in the Supplier GFSL by operation of law, GFSL hereby assigns to the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights intellectual property rights all its Intellectual Property Rights intellectual property rights in such materials (with full title guarantee and free from all third party rights). 11.3 UKRI 8.3 The Supplier hereby grants the Supplier GFSL: 8.3.1 a perpetual, royalty-free, irrevocable, non-exclusive and non-transferable licence (with a right to sublicense) to use any Intellectual Property Rights all intellectual property rights in the materials created or developed by the Supplier pursuant to the Contract Agreement and any Intellectual Property Rights intellectual property rights arising as a result of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the ContractServices; and 11.4 Without prejudice to clause 11.2, the Supplier hereby grants UKRI 8.3.2 a perpetual, royalty- royalty-free, irrevocable and non-exclusive licence (with a right to sub-licensesublicense) to use use: (a) any Intellectual Property Rights intellectual property rights vested in or licensed to the Supplier on the date of the Contract or Agreement; and (b) any intellectual property rights created during the Term but which are neither created or developed pursuant to the extent not falling within clause 11.2 Agreement nor arise as a result of the provision of the Services including any modifications to or derivative versions of any such Intellectual Property Rightsintellectual property rights, which UKRI GFSL reasonably requires in order to exercise its rights and take the benefit of the Contract Agreement including the Goods and/or Services provided. 11.5 8.4 The Supplier shall indemnify, and keep indemnified, UKRI indemnifies GFSL in full against all costcosts, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI GFSL as a result of or in connection with any claim made against UKRI GFSL for actual or alleged infringement of a third party's ’s intellectual property arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff. 11.6 UKRI shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring UKRI to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. UKRI shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.

Intellectual Property and Indemnity. 11.1 All Intellectual Property Rights in any materials provided by UKRI to the Supplier for the purposes of this Contract shall remain the property of UKRI but UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Contract for the sole purpose of enabling the Supplier to perform its obligations under obligationsunder the Contract. 11.2 The ownership of all Intellectual Property Rights in any materials created or developed by the Supplier pursuant to the Contract or arising as a result of the provision of the Goods and/or Services shall vest in UKRI. If, and to be owned by the extent, that the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights all its Intellectual Property Rights in such materials (with full title guarantee and free from all third party rights)Supplier. 11.3 UKRI The Supplier hereby grants the Supplier UKRI a royalty-free, non-exclusive and non-non- transferable licence license to use any Intellectual Property Rights in the materials created or developed by the Supplier pursuant to the Contract and any Intellectual Property Rights arising as a result of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract 11.4 Without prejudice to clause 11.2, the Supplier hereby grants UKRI a perpetual, royalty- free, irrevocable and non-exclusive licence (with a right to sub-license) to use any Intellectual Property Rights vested in or licensed to the Supplier on the date of the Contract or during the Term to the extent not falling within clause 11.2 including any modifications to or derivative versions of any such Intellectual Property Rights, which UKRI reasonably requires in order to exercise its rights and take the benefit of the Contract including the Goods and/or Services provided. 11.5 The Supplier shall indemnify, and keep indemnified, UKRI in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI as a result of or in connection with any claim made against UKRI for actual or alleged infringement of a third party's intellectual property arising out of, or in connection with, the supply or use of the Goods and/or Services, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff. 11.6 UKRI shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring UKRI to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. UKRI shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.