INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data. 17.2 The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract. 17.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached. 17.4 The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16. 17.5 The CONTRACTOR: 17.5.1 hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2- 16); 17.5.2 shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-16); and
Appears in 13 contracts
Samples: Contract for the Provision of Commoditised It Hardware and Software, Contract for the Provision of Commoditised It Hardware and Software, Contract for the Provision of Lumension Control Software Devices
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data.
17.2 The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract.
17.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached.
17.4 The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16.
17.5 The CONTRACTOR:
17.5.1 hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2- 16);
17.5.2 shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-16); and
17.5.3 hereby grants to the CUSTOMER a non-exclusive licence to copy the descriptions of the Ordered IT Products, including technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the CUSTOMER under this Clause 17.5.
17.6 Where any Third Party Software is being licensed to the CUSTOMER:
17.6.1 the CONTRACTOR shall use its reasonable endeavours to ensure that such Third Party Software is sub-licensed to the CUSTOMER by the CONTRACTOR rather than being licensed to the CUSTOMER directly by the Third Party Software owner; and
17.6.2 the CUSTOMER shall not, by virtue of the Third Party Software owner’s standard licence terms (or otherwise) be required to pay charges directly to the Third Party Software owner or any other third party. Where Third Party Software licence terms require payment by the CUSTOMER to the Third Party Software owner or any other third party, the CONTRACTOR shall indemnify (and keep indemnified) the CUSTOMER for all such charges and any associated taxes payable.
17.7 Where the CONTRACTOR grants or procures a licence to use Intellectual Property Rights under or in accordance with this Contract, the CONTRACTOR shall:
17.7.1 ensure that such licence is (a) assignable to all permitted assignees under this Contract; (b) sub-licensable to all users envisaged by this Contract (including replacement contractors on the expiry or termination (howsoever arising) of this Contract); (c) fully transferable (as between CUSTOMER equipment and CUSTOMER users, as the case may be); and (d) subject to Clause 17.7.2, without additional charge to the CUSTOMER;
17.7.2 where charges are payable (“Additional Charges”) for assignment, sub- licensing or transfer of such licence, only be permitted to pass on the Additional Charges to the CUSTOMER where the CONTRACTOR has provided written notification of such Additional Charges to the CUSTOMER prior to such licence being entered into and the CUSTOMER has consented in writing to pay such Additional Charges;
17.7.3 where the CUSTOMER is obliged to pay the Additional Charges and the CUSTOMER did not provide its consent to them in accordance with Clause 17.7.2, indemnify (and keep indemnified) the CUSTOMER for all such charges and associated taxes payable.
17.8 If the CONTRACTOR cannot obtain for the CUSTOMER the rights set out in Clause 17.7.1, the CONTRACTOR shall, prior to such licence being entered into, consult with the CUSTOMER on whether the rights that can be obtained are nevertheless acceptable to the CUSTOMER or whether the CONTRACTOR should seek to use an alternative provider.
17.9 To the extent that the CONTRACTOR creates any materials (in whatever form or media), outside the scope of the open source licensing terms, including training, marketing, promotional or publicity materials, relating to the provision of the Ordered IT Products (“Materials”) it shall provide copies of all Materials to the CUSTOMER promptly and the CONTRACTOR hereby grants to the CUSTOMER a royalty free, irrevocable, non-exclusive licence for such term as the CUSTOMER shall require to use all and any Intellectual Property Rights in the Materials as it shall reasonably require with the ability to sub-licence the same.
17.10 The CONTRACTOR shall ensure and procure that the availability, provision and use of the Catalogue and Ordered IT Products and the performance of the CONTRACTOR’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party.
17.11 The CONTRACTOR shall indemnify the CUSTOMER against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
17.11.1 availability, provision or use of the Catalogue and/or Ordered IT Products (or any parts thereof); and
17.11.2 performance of the CONTRACTOR’s responsibilities and obligations hereunder.
17.12 The CONTRACTOR shall promptly notify the CUSTOMER if any claim or demand is made or action brought against the CONTRACTOR for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Catalogue and/or Ordered IT Products (or any parts thereof) and/or the performance of the CONTRACTOR’s responsibilities and obligations hereunder.
17.13 The CUSTOMER shall promptly notify the CONTRACTOR if any claim or demand is made or action brought against the CUSTOMER to which Clause 17.11 may apply. The CONTRACTOR shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and the CUSTOMER hereby agrees to grant to the CONTRACTOR exclusive control of any such litigation and such negotiations.
17.14 The CUSTOMER shall at the request of the CONTRACTOR afford to the CONTRACTOR all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CUSTOMER to which Clause 17.11 may apply or any claim or demand made or action brought against the CONTRACTOR to which Clause 17.12 may apply. The CONTRACTOR shall reimburse the CUSTOMER for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing.
17.15 Except where required by Law, the CUSTOMER shall not make any admissions that may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to which Clause 17.11 may apply or any claim or demand made or action brought against the CONTRACTOR to which Clause 17.12 may apply.
17.16 If a claim or demand is made or action brought to which Clause 17.11, 17.12 and/or
Appears in 4 contracts
Samples: Contract for the Provision of Qas Licence, Contract for the Provision of It Hardware and Software, Contract for the Provision of Software
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data.
17.2 The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract.
17.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached.
17.4 The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16.
17.5 The CONTRACTOR:
17.5.1 hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2- 2-16);
17.5.2 shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-16); and
Appears in 4 contracts
Samples: Commoditised It Hardware and Software Framework Agreement, Contract, Software License Agreement
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data.
17.2 The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract.
17.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached.
17.4 The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16.
17.5 The CONTRACTOR:
17.5.1 hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2- 16);
17.5.2 shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-16); and
Appears in 2 contracts
Samples: Commoditised It Hardware and Software Framework Agreement, Contract for the Provision of Microsoft Operating System Updates
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data.
17.2 The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract.
17.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached.
17.4 The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16.
17.5 The CONTRACTOR:
17.5.1 hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2- 2-16);
17.5.2 shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-16); and
17.5.3 hereby grants to the CUSTOMER a non-exclusive licence to copy the descriptions of the Ordered IT Products, including technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the CUSTOMER under this Clause 17.5.
17.6 Where any Third Party Software is being licensed to the CUSTOMER:
17.6.1 the CONTRACTOR shall use its reasonable endeavours to ensure that such Third Party Software is sub-licensed to the CUSTOMER by the CONTRACTOR rather than being licensed to the CUSTOMER directly by the Third Party Software owner; and
17.6.2 the CUSTOMER shall not, by virtue of the Third Party Software owner’s standard licence terms (or otherwise) be required to pay charges directly to the Third Party Software owner or any other third party. Where Third Party Software licence terms require payment by the CUSTOMER to the Third Party Software owner or any other third party, the CONTRACTOR shall indemnify (and keep indemnified) the CUSTOMER for all such charges and any associated taxes payable.
17.7 Where the CONTRACTOR grants or procures a licence to use Intellectual Property Rights under or in accordance with this Contract, the CONTRACTOR shall:
17.7.1 ensure that such licence is (a) assignable to all permitted assignees under this Contract;
Appears in 2 contracts
Samples: Contract, Provision of Software Licences
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 17.1 16.1 Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data.
17.2 16.2 The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract.
17.3 16.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached.
17.4 16.4 The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16.
17.5 The CONTRACTOR:
17.5.1 hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2- 16);
17.5.2 shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-16); and
Appears in 1 contract
Samples: Contract for the Provision of Commoditised It Hardware and Software
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s other‟s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data.
17.2 The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract.
17.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached.
17.4 The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16.
17.5 The CONTRACTOR:
17.5.1 hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2- 16);
17.5.2 shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s owner‟s standard licence terms (as set out in Annex B of Schedule 2-16); and
Appears in 1 contract
Samples: Contract for the Provision of Commoditised It Hardware and Software
