Common use of Intellectual Property Data Clause in Contracts

Intellectual Property Data. Ford Pro (a) is or will be the sole and exclusive owner of all right, title and interest in and to all Intellectual Property and Data (other than certain Information and PII as set forth below) related in any way to the Hardware and related services, including Covered Installation Services (and the Engineered Design) and Maintenance Services, and (b) solely to the extent necessary or appropriate in connection with the provision of Hardware and related services as specified in these T&Cs, hereby grants to Customer, subject to its compliance with these T&Cs, a fully paid-up, non-exclusive, transferable, irrevocable license to such Intellectual Property and Data solely to the extent necessary for Customer to use the Hardware and receive the related services as specified in these T&Cs. In furtherance of the foregoing, Ford Pro may collect certain Data from Customer in connection with the Hardware and related services, for which Ford Pro is the sole and exclusive owner, and Customer expressly consents to Ford Pro’s collecting, Processing, disclosing and commercializing of such Data (other than certain Information and PII as set forth below) collected by Ford Pro for Ford Pro’s Business. To the extent Ford Pro provides any such Data collected from Customer to Customer, Customer agrees that the Data is provided for planning purposes only, and that various conditions in which Customer’s Hardware operates may differ from what is provided or expected from such Data, and Customer shall exercise reasonable judgment in Customer’s use of any such Data. Customer further acknowledges that certain Data may contain PII, including PII gathered from the provision of Hardware and related services and operation of such Hardware. Prior to being transferred to any third party, including any customer of Ford Pro, Data will be adapted to exclude PII. It is the sole responsibility of Customer to (i) notify any Operator that Data and PII may be collected and of the type and nature of that Data and PII, and (ii) obtain all necessary consents for Ford Pro’s collection and use, as described in these T&Cs, of such Data and PII as required by Applicable Law and these T&Cs (collectively, “Consents”). Customer shall indemnify Ford Pro pursuant to the provisions of Section 6(d) and will hold harmless Ford Pro for any failure by Customer to obtain such necessary Consents. All ownership, right, title and interest in and to all Information regarding a Party or its Affiliates shall be the sole and exclusive property of the Party providing or disclosing Information or, if such Party is not the owner thereof, the Person that owns such Information. Ford Pro may also create a de-identified set of the Data (which does not contain any PII or Information that could be used to determine that the Data is related to Customer) and use such Data set for Ford Pro’s commercial purposes, and Customer consents to Ford Pro’s collection, processing and retention of de-identified Data for Ford Pro’s Business.‌

Intellectual Property Data. Ford Pro (a) is or will be the sole and exclusive owner of all right, title and interest in and to all Intellectual Property and Data (other than certain Information and PII as set forth below) related in any way to the Hardware and related services, including Covered Installation Services (and the Engineered Design) and Maintenance Services), and (b) solely to the extent necessary or appropriate in connection with the provision of Hardware and related services as specified in these T&Cs, hereby grants to Customer, subject to its compliance with these T&Cs, a fully paid-up, non-exclusive, transferable, irrevocable license to such Intellectual Property and Data solely to the extent necessary for Customer to use the Hardware and receive the related services as specified in these T&Cs. In furtherance of the foregoing, Ford Pro may collect certain Data from Customer in connection with the Hardware Software and related servicesHardware, for which Ford Pro is the sole and exclusive owner, and Customer expressly consents to Ford Pro’s collecting, Processing, disclosing and commercializing of such Data (other than certain Information and PII as set forth below) collected by Ford Pro the Software and Hardware for Ford Pro’s Business. To the extent Ford Pro provides any such Data collected from Customer to Customer, Customer agrees that the Data is provided for planning purposes only, and that various conditions in which Customer’s Software and Hardware operates operate may differ from what is provided or expected from such Data, and . Customer shall exercise reasonable judgment in Customer’s use of any such DataData under these T&Cs. Customer further acknowledges that certain Data may contain PII, including PII gathered from the provision of Hardware and related services and operation of such Hardwarecertain EVs (including GPS and other connected interfaces). Prior to being transferred to any third party, including any customer of Ford Procustomers, Data will be adapted to exclude PII. It is the sole responsibility of Customer to (i) notify any Operator that Data and PII may be collected and of the type and nature of that Data and PIIData, and (ii) obtain all necessary consents for Ford Pro’s collection and use, as described in these T&Cs, T&Cs of such Data and PII as required by Applicable Law and these T&Cs T&Cs, including, in each case, as applicable to any PII contained therein (collectively, “Consents”). Customer shall indemnify Ford Pro pursuant to the provisions of Section 6(d6(f) and will hold harmless Ford Pro for any failure by Customer to obtain such necessary Consents. All ownership, right, title and interest in and to all Information regarding a Party or and its Affiliates and PII shall be the sole and exclusive property of the Party providing or disclosing such Information or PII or, if such Party is not with respect to Information, to which the owner thereof, the Person that owns such InformationInformation relates. Ford Pro may also create a de-identified set of the Data (which does not contain any Information or PII or Information that could be used to determine that the Data is related to Customer) and use such Data set for Ford Pro’s commercial purposes, and Customer consents to Ford Pro’s collection, processing and retention of de-identified Data for Ford Pro’s Business.‌

Intellectual Property Data. Ford Pro (a) is or will be the sole and exclusive owner of retains all right, title title, and interest in and to all Intellectual Property (including the Software) and Data (other than certain Information and PII as set forth below) related in any way to the Hardware and related services, including Covered Installation Services (and the Engineered Design) and Maintenance Services, and (b) solely to the extent necessary or appropriate used in connection with the provision of Hardware and related services as specified in Software or the Subscriptions. Subject to these T&Cs, throughout the Term, Ford Pro hereby grants to Customer, subject to its compliance with these T&Cs, Customer a fully paid-paid- up, non-exclusive, non-transferable, irrevocable revocable, time-limited license to such Intellectual Property and Data solely to the extent necessary for Customer to use the Hardware and receive Software during the related services Term as specified in these T&Cs and the Subscription Services T&Cs. Certain Data may be provided under Intellectual Property licenses from third-parties and is subject to copyright or other Intellectual Property rights of such third parties. Customer may be held liable for any unauthorized copying or disclosure of such third-party-supplied Data. In furtherance of the foregoingforegoing and including as specified in the Subscription Services T&Cs, Ford Pro may collect certain Data from Customer in connection with the Hardware Software and related servicesHardware, for which Ford Pro is the sole and exclusive owner, and Customer expressly consents to Ford Pro’s collecting, Processing, disclosing and commercializing of such Data (other than certain Information and PII as set forth below) collected by Ford Pro the Software and Hardware for Ford Pro’s Business. To the extent Ford Pro provides any such Data collected from Customer to Customer, Customer agrees that the Data is provided for planning purposes only, and that various conditions in which Customer’s Software and Hardware operates operate may differ from what is provided or expected from such Data, and . Customer shall exercise reasonable judgment in Customer’s use of any such DataData under these T&Cs. Customer further acknowledges that certain Data may contain PII, including PII gathered from the provision of Hardware and related services and operation of such Hardwarecertain EVs (including GPS and other connected interfaces). Prior to being transferred to any third party, including any customer of Ford Procustomers, Data will be adapted to exclude PII. It is the sole responsibility of Customer to (ia) notify any Operator that Data and PII may be collected and of the type and nature of that Data and PIIData, and (iib) obtain all necessary consents for Ford Pro’s collection and use, as described in these T&Cs, T&Cs of such Data and PII as required by Applicable Law and these T&Cs T&Cs, including, in each case, as applicable to any PII contained therein (collectively, “Consents”). Customer shall indemnify Ford Pro pursuant to the provisions of Section 6(d4(c) and will hold harmless Ford Pro for any failure by Customer to obtain such necessary Consents. All ownership, right, title and interest in and to all Information regarding a Party or and its Affiliates and PII shall be the sole and exclusive property of the Party providing or disclosing such Information or PII or, if such Party is not with respect to Information, to which the owner thereof, the Person that owns such InformationInformation relates. Ford Pro may also create a de-identified set of the Data (which does not contain any Information or PII or Information that could be used to determine that the Data is related to Customer) and use such Data set for Ford Pro’s commercial purposes, and Customer consents to Ford Pro’s collection, processing and retention of de-identified Data for Ford Pro’s Business.‌

Intellectual Property Data. Ford Pro (a) retains, and is or will be the sole and exclusive owner of of, all right, title title, and interest in and to all Intellectual Property (including the Software) and Data (other than certain Information and PII as set forth below) used in connection with or related in any way to the Hardware and related services, including Covered Installation Services (and Software or the Engineered Design) and Maintenance Services, and (b) solely Subscriptions. Subject to the extent necessary or appropriate in connection with the provision of Hardware and related services as specified in these T&Cs, throughout the Software Term, Ford Pro hereby grants to Customer, subject to its compliance with these T&Cs, Customer a fully paid-up, non-exclusive, non-transferable, irrevocable revocable, time-limited license to such Intellectual Property and Data solely to the extent necessary for Customer to use the Hardware and receive Software pursuant to a Subscription during the related services Software Term as specified in these T&Cs. Certain Data may be provided to Customer under Intellectual Property licenses from third parties and is subject to copyright or other Intellectual Property rights of such third parties. Customer may be held liable for any unauthorized copying or disclosure of such third party-supplied Data. In furtherance of the foregoingforegoing and including as specified in the Subscription Services T&Cs, Ford Pro may collect certain Data from Customer in connection with the Software and Hardware and related servicesthat is subject to a Subscription, for which Ford Pro is the sole and exclusive owner, and Customer expressly consents to Ford Pro’s collecting, Processing, disclosing and commercializing of such Data (other than certain Information and PII as set forth below) collected by Ford Pro for Ford Pro’s Business. To the extent Ford Pro provides any such Data collected from Customer to Customer, Customer agrees that the Data is provided for planning purposes only, and that various conditions in which Customer’s Software and Hardware operates operate may differ from what is provided or expected from such Data, and . Customer shall exercise reasonable judgment in Customer’s use of any such Data. Customer further acknowledges that certain Data may contain PII, including PII gathered from the provision operation of Hardware and related services and operation of such Hardwarethat is subject to a Subscription. Prior to being transferred to any third party, including any customer of Ford Pro, Data will be adapted to exclude PII. It is the sole responsibility of Customer to (ia) notify any Operator that Data and PII may be collected and of the type and nature of that Data and PII, and (iib) obtain all necessary consents for Ford Pro’s collection and use, as described in these these‌ T&Cs, of such Data and PII as required by Applicable Law and these T&Cs (collectively, “Consents”). Customer shall indemnify Ford Pro pursuant to the provisions of Section 6(d4(c) and will hold harmless Ford Pro for any failure by Customer to obtain such necessary Consents. All ownership, right, title and interest in and to all Information regarding a Party or its Affiliates shall be the sole and exclusive property of the Party providing or disclosing such Information or, if such Party is not the owner thereof, the Person that owns such Information. Ford Pro may also create a de-identified set of the Data (which does not contain any PII or Information that could be used to determine that the Data is related to Customer) and use such Data set for Ford Pro’s commercial purposes, and Customer consents to Ford Pro’s collection, processing and retention of de-identified Data for Ford Pro’s Business.‌Business.