Common use of INTELLECTUAL PROPERTY RIGHTS, ESCROW AND INDEMNITY Intellectual Property Rights Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS, ESCROW AND INDEMNITY Intellectual Property Rights. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the SERVICE PROVIDER shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The SERVICE PROVIDER 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 SERVICE PROVIDER 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 SERVICE PROVIDER 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 2-18 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The SERVICE PROVIDER 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 SERVICE PROVIDER 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 2-18. 17.5 Contract Generated Intellectual Property Rights 17.5.1 where the CUSTOMER is the Ministry of Defence or where the CUSTOMER requires for security purposes, all Contract Generated Intellectual Property Rights shall be proprietary to and owned by the CUSTOMER and the SERVICE PROVIDER shall enter into such documentation and perform such acts as the CUSTOMER shall request to properly vest such Contract Generated Intellectual Property Rights in the CUSTOMER. Accordingly, the SERVICE PROVIDER hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights and shall make available to the CUSTOMER a copy of the source code of the Contract Generated Intellectual Property Rights; and

INTELLECTUAL PROPERTY RIGHTS, ESCROW AND INDEMNITY Intellectual Property Rights. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the SERVICE PROVIDER shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The SERVICE PROVIDER 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 SERVICE PROVIDER 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 SERVICE PROVIDER under this Contract.is 17.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-18 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The SERVICE PROVIDER 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 SERVICE PROVIDER 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 2-18. 17.5 Contract Generated Intellectual Property Rights Rights 17.5.1 where the CUSTOMER is the Ministry of Defence or where the CUSTOMER requires for security purposesSubject to Clause Error! Reference source not found., all Contract Generated Intellectual Property Rights shall be proprietary to and owned by the CUSTOMER and the SERVICE PROVIDER. The SERVICE PROVIDER hereby grants, or shall enter into such documentation and perform such acts as procure the direct grant, to the CUSTOMER shall request a perpetual, royalty free, irrevocable, non-exclusive and global licence to properly vest such use, copy, modify, adapt, enhance, reverse compile, decode, translate, publish, distribute or otherwise utilise the Contract Generated Intellectual Property Rights. The CUSTOMER may sub-licence the rights granted in this Clause 17.5 to a third party (including any other Contracting Authorities). 17.7 Where the applicable open sourcing licensing terms set out in Annex B of Schedule 2-18 require that relevant Contract Generated Intellectual Property Rights shall be subject to licensing on the same terms as set out in such open source licensing terms the CUSTOMER. Accordingly, the (as applicable) SERVICE PROVIDER hereby assigns (by way or the CUSTOMER shall take all steps necessary to comply with the licensing terms, including making available the source code of present assignment of future the Contract Generated Intellectual Property Rights) all such Rights where required by the applicable open source licensing terms. 17.8 Where the applicable open source licensing terms set out in Schedule 2-18 do not require that any relevant Contract Generated Intellectual Property Rights and shall make available be subject to licensing on the same terms as set out in such open source licensing terms, the CUSTOMER a copy of shall be entitled at its discretion either: 17.8.1 to take all steps necessary to place the Contract Generated Intellectual Property Rights into open source, including complying with the applicable licensing terms and making available the source code of the Contract Generated Intellectual Property Rights; andor 17.8.2 otherwise (in which case the CUSTOMER will licence the SERVICE PROVIDER to use and modify the Contract Generated Intellectual Property Rights to the extent necessary to perform its obligations under this Contract).

INTELLECTUAL PROPERTY RIGHTS, ESCROW AND INDEMNITY Intellectual Property Rights. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the SERVICE PROVIDER shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The SERVICE PROVIDER 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 SERVICE PROVIDER 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 SERVICE PROVIDER 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 2-18 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The SERVICE PROVIDER 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 SERVICE PROVIDER 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 2-18.the 17.5 Contract Generated Intellectual Property Rights 17.5.1 where the CUSTOMER is the Ministry of Defence or where the CUSTOMER requires for security purposes, all Contract Generated Intellectual Property Rights shall be proprietary to and owned by the CUSTOMER and the SERVICE PROVIDER shall enter into such documentation and perform such acts as the CUSTOMER shall request to properly vest such Contract Generated Intellectual Property Rights in the CUSTOMER. Accordingly, the SERVICE PROVIDER hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights and shall make available to the CUSTOMER a copy of the source code of the Contract Generated Intellectual Property Rights; and

INTELLECTUAL PROPERTY RIGHTS, ESCROW AND INDEMNITY Intellectual Property Rights. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the SERVICE PROVIDER shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The SERVICE PROVIDER 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 SERVICE PROVIDER 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 SERVICE PROVIDER under this Contract.is 17.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-18 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The SERVICE PROVIDER 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 SERVICE PROVIDER 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 2-18. 17.5 Contract Generated Intellectual Property Rights 17.5.1 where the CUSTOMER is the Ministry of Defence or where the CUSTOMER requires for security purposes, all Contract Generated Intellectual Property Rights shall be proprietary to and owned by the CUSTOMER and the SERVICE PROVIDER shall enter into such documentation and perform such acts as the CUSTOMER shall request to properly vest such Contract Generated Intellectual Property Rights in the CUSTOMER. Accordingly, the SERVICE PROVIDER hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights and shall make available to the CUSTOMER a copy of the source code of the Contract Generated Intellectual Property Rights; and