Common use of Intellectual Property and Licensing Clause in Contracts

Intellectual Property and Licensing. (a) We warrant that: (i) We own, or are licensed and authorised to make available for Your use the Software for the purposes of this Agreement; (ii) that Your use of the Software and the Hosting Environment in accordance with the terms of this Agreement will not cause You or Us to infringe the intellectual property rights of any third party. (b) We will indemnify You against all Claims and Damages You may suffer or incur in the event of any breach of the warranties in clause 16)(a), provided that You must notify Us as soon as practicable of any Claim and, if We request, allow Us to defend, manage or settle the Claim. (c) In the event of a Claim that Your use of the Software in accordance with this Agreement infringes the intellectual property rights of any third party then, without limiting clause 16)(b), We will procure for You the right to continue to use the Software, or modify the Software so it is no longer infringing, or if neither of those are reasonably possible, refund You any Fees paid, together with Your reasonable costs incurred in migrating to an alternative provider. (d) You acknowledge that the Software and the Private Hosted Environment is made available to You under licence only. That licence persists only during the currency of this Agreement and nothing in this agreement assigns to You any ownership or perpetual right with respect to the Software. (e) Without limiting clause 16)(d), the Software is licensed to You subject to the XXXX. The terms of the XXXX are incorporated into and form part of this agreement, and are binding on both parties, provided that, to the extent that there is any 15 inconsistency or conflict between the terms of this Agreement and the terms of the XXXX, the terms of this Agreement shall prevail. (f) To the extent that in the performance of this Agreement or any related agreement, intellectual property rights are created which vest in, or are required to be assigned to, You, We acknowledge that You are free to deal with all such rights freely, provided that, where the use of such intellectual property is necessary for use of the Hosted Environment, You must retain sufficient rights to enable Your continued use of the Private Hosted Environment as long as You remain a party to this Agreement.

Intellectual Property and Licensing. (a) We warrant that: (i) i. We own, or are licensed and authorised to make available for Your use the Software for the purposes of this Agreement; (ii) . that Your use of the Software and the Hosting Sage 300 People Managed Services Environment in accordance with the terms of this Agreement will not cause You or Us to infringe the intellectual property rights of any third party. (b) We will indemnify You against all Claims and Damages You may suffer or incur in the event of any breach of the warranties in clause 16)(a), provided that You must notify Us as soon as practicable of any Claim and, if We request, allow Us to defend, manage or settle the Claim. (c) In the event of a Claim that Your use of the Software in accordance with this Agreement infringes the intellectual property rights of any third party then, without limiting clause 16)(b), We will procure for You the right to continue to use the Software, or modify the Software so it is no longer infringing, or if neither of those are reasonably possible, refund You any Fees paid, together with Your reasonable costs incurred in migrating to an alternative provider. (d) You acknowledge that the Software and the Private Hosted Sage 300 People Managed Services Environment is made available to You under licence only. That licence persists only during the currency of this Agreement and nothing in this agreement assigns to You any ownership or perpetual right with respect to the Software. (e) Without limiting clause 16)(d), the Software is licensed to You subject to the XXXX. The terms of the XXXX are incorporated into and form part of this agreement, and are binding on both parties, provided that, to the extent that there is any 15 inconsistency or conflict between the terms of this Agreement and the terms of the XXXX, the terms of this Agreement shall prevail. (f) To the extent that in the performance of this Agreement or any related agreement, intellectual property rights are created which vest in, or are required to be assigned to, You, We acknowledge that You are free to deal with all such rights freely, provided that, where the use of such intellectual property is necessary for use of the Hosted Sage 300 People Managed Services Environment, You must retain sufficient rights to enable Your continued use of the Private Hosted Sage 300 People Managed Services Environment as long as You remain a party to this Agreement.

Intellectual Property and Licensing. (a) We warrant that: (i) I. We own, own or are licensed and authorised to make available for Your use the Software for the purposes of this Agreement;. (ii) II. that Your use of the Software Software, and the Hosting ISOMS Environment in accordance with the terms of this Agreement will not cause You or Us to infringe the intellectual property rights of any third party. (b) We will indemnify You against all Claims and Damages You may suffer or incur in the event of any breach of the warranties in clause 16)(a16 (a), provided that You must notify Us as soon as practicable of any Claim and, if We request, allow Us to defend, manage or settle the Claim. (c) In the event of a Claim that Your use of the Software in accordance with this Agreement infringes the intellectual property rights of any third party then, without limiting clause 16)(b), We will procure for You the right to continue to use the Software, or modify the Software so it is no longer infringing, or if neither of those are reasonably possible, refund You any Fees paid, together with Your reasonable costs incurred in migrating to an alternative provider. (d) You acknowledge that the Software and the Private Hosted ISOMS Environment is made available to You under licence Licence only. That licence license persists only during the currency of this Agreement and nothing in this agreement assigns to You any ownership or perpetual right with respect to the Software. (e) Without limiting clause 16)(d), the Software is licensed to You subject to the XXXX. The terms of the XXXX are incorporated into and form part of this agreement, and are binding on both parties, provided that, to the extent that there is any 15 inconsistency or conflict between the terms of this Agreement and the terms of the XXXX, the terms of this Agreement shall prevail. (f) To the extent that in the performance of this Agreement or any related agreement, intellectual property rights are created which vest in, or are required to be assigned to, You, We acknowledge that You are free to deal with all such rights freely, provided that, where the use of such intellectual property is necessary for use of the Hosted ISOMS Environment, You must retain sufficient rights to enable Your continued use of the Private Hosted Environment ISOMS product/s as long as You remain a party to this Agreement.