Common use of INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 6.1 All right and title to the Products (and any derivative works) and anything Contributor creates belongs to Contributor or its licensors. The Documentation includes a list of third party components incorporated into the Asset. Except for the license expressly granted under this Agreement, all of Contributor’s rights are reserved and no other license is granted. 6.2 You agree that Contributor is free to use all general knowledge, skills, techniques, and ideas that Contributor acquires or develops in performing this Agreement, subject to any obligation of confidentiality under Clause 9. By providing feedback to Contributor, you agree that Contributor may use it to improve the Products or otherwise. 6.3 Subject to Clause 4 and provided you comply with Clause 6.4, Contributor shall: (i) defend you against any legal proceedings brought by a third party alleging that your use of the Asset in accordance with the Documentation and this Agreement infringes the registered intellectual property rights of that third party (an "IPR Claim"); and (ii) indemnify you for any amount Contributor agrees in settlement of the IPR Claim, or which is finally awarded by a court of competent jurisdiction against you (with no further right of appeal) as a result of the IPR Claim. This indemnity will not apply to the extent the underlying allegation arises from: (i) your negligence, your breach of this Agreement or your use of the Asset outside the scope of this Agreement; (ii) modification of the Asset (other than modifications Contributor makes), or use of a non- current version of the Asset; or (iii) your use of the Asset in combination with third party materials. This Clause 6.3 sets out Contributor’s entire obligation and liability in connection with any allegation of intellectual property infringement. 6.4 To benefit from the indemnity you must: (i) notify Contributor promptly upon becoming aware of the IPR Claim, and in any event within ten (10) days; (ii) procure that Contributor has sole conduct of the investigation, defense, and settlement of the IPR Claim; (iii) provide such assistance as Contributor reasonably requests in relation to defence of an IPR Claim (at Contributor’s cost);

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 6.1 All right and title to the Products (and any derivative works) and anything Contributor creates belongs to Contributor or its licensors. The Documentation includes a list of third party components incorporated into the Asset. Except for the license expressly granted under this Agreement, all of Contributor’s rights are reserved and no other license is granted. 6.2 You agree that Contributor is free to use all general knowledge, skills, techniques, and ideas that Contributor acquires or develops in performing this Agreement, subject to any obligation of confidentiality under Clause 9. By providing feedback to Contributor, you agree that Contributor may use it to improve the Products or otherwise. 6.3 Subject to Clause 4 and provided you comply with Clause 6.4, Contributor shall: (i) defend you against any legal proceedings brought by a third party alleging that your use of the Asset in accordance with the Documentation and this Agreement infringes the registered intellectual property rights of that third party (an "IPR Claim"); and (ii) indemnify you for any amount Contributor agrees in settlement of the IPR Claim, or which is finally awarded by a court of competent jurisdiction against you (with no further right of appeal) as a result of the IPR Claim. This indemnity will not apply to the extent the underlying allegation arises from: (i) your negligence, your breach of this Agreement or your negligence, or use of the Asset outside the scope of this Agreement; (ii) modification of the Asset (other than modifications Contributor makes), or use of a non- non-current version of the Asset; or (iii) your use of the Asset in combination with third party materials. This Clause 6.3 sets out Contributor’s entire obligation and liability in connection with any allegation of intellectual property infringement. 6.4 To benefit from the indemnity you must: (i) notify Contributor promptly upon becoming aware of the IPR Claim, and in any event within ten (10) days; (ii) procure that Contributor has sole conduct of the investigation, defense, and settlement of the IPR Claim; (iii) provide such assistance as Contributor reasonably requests in relation to defence of an IPR Claim (at Contributor’s cost); (iv) not take any step involving any payment or admission of liability in relation to an IPR Claim without Contributor’s prior written consent; and (v) immediately cease using the Product subject to the IPR Claim (unless Contributor agrees otherwise). 6.5 If an IPR Claim is made (or Contributor thinks one is likely to be made), Contributor may, in its discretion: (i) procure the right for you to continue using the Product;

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 6.1 All right and title to the Products Product (and any derivative works) and anything Contributor Blue Prism creates belongs to Contributor Blue Prism or its licensors. The Documentation includes a list of third party components incorporated into the Asset. Except for the license expressly granted under this Agreement, all of ContributorBlue Prism’s rights are reserved and no other license is granted. 6.2 You agree that Contributor Blue Prism is free to use all general knowledge, skills, techniques, and ideas that Contributor Blue Prism acquires or develops in performing this Agreement, subject to any obligation of confidentiality under Clause 9. By providing feedback to ContributorBlue Prism, you agree that Contributor Blue Prism may use it to improve the Products Product or otherwise. 6.3 Subject Unless your usage is subject to Clause 4 and provided if you comply with Clause 6.4, Contributor subject to the limitations below Blue Prism shall: (i) defend you against any legal proceedings brought by a third party alleging that your use of the Asset in accordance with the Documentation and this Agreement infringes the registered intellectual property rights of that third party (an "IPR Claim"); and (ii) indemnify you for any amount Contributor Blue Prism agrees in settlement of the IPR Claim, or which is finally awarded by a court of competent jurisdiction against you (with no further right of appeal) as a result of the IPR Claim. This indemnity will not apply to the extent the underlying allegation arises from: (i) your negligence, your breach of this Agreement or your use of the Asset outside the scope of this Agreement; (ii) modification of the Asset (other than modifications Contributor Blue Prism makes), or use of a non- current version of the Asset; or (iii) your use of the Asset in combination with third party materialsThird Party Products. This Clause 6.3 sets out ContributorBlue Prism’s entire obligation and liability in in‌ connection with any allegation of intellectual property infringement. 6.4 To benefit from the indemnity you must: (i) notify Contributor Blue Prism promptly upon becoming aware of the IPR Claim, and in any event within ten (10) days; (ii) procure that Contributor Blue Prism has sole conduct of the investigation, defense, and settlement of the IPR Claim; (iii) provide such assistance as Contributor Blue Prism reasonably requests in relation to defence of an IPR Claim (at ContributorBlue Prism’s cost);; (iv) not take any step involving any payment or admission of liability in relation to an IPR Claim without Blue Prism’s prior written consent; and (v) immediately cease using the Product subject to the IPR Claim (unless Blue Prism agrees otherwise).‌ 6.5 If an IPR Claim is made (or Blue Prism thinks one is likely to be made), Blue Prism may, in its discretion: (i) procure the right for you to continue using the Product; (ii) replace or modify the Product to avoid the potential infringement; or (iii) terminate this Agreement immediately upon written notice to you and (a) in the case of a term license, provide a pro-rata refund of any fees which have been paid in respect of the Asset for the period following termination in lieu of damages and without admission of fault, or (b) in the case of a perpetual license, provide a pro-rata refund of any fees which have been paid in respect of the Asset for the period following termination (assuming depreciation on a five year straight-line basis) in lieu of damages and without admission of fault .