Common use of INTELLECTUAL PROPERTY RIGHTS (IPR) Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS (IPR). 7.1 All data, information, and materials provided to Vendor by CWT under this Agreement or any SOW, including CWT Data, are and shall remain the sole and exclusive property of CWT as sole owner or as custodian of such data, information, materials on behalf of a third party. 7.2 Vendor will at all times retain ownership of all IPR in Vendor Background IPR. 7.3 All Work Product delivered to CWT pursuant to this Agreement and applicable SOW, shall be in all respects the sole and exclusive property of CWT. 7.4 All IPR in the Work Product shall also be the sole and exclusive property of CWT and Vendor shall procure the waiver of any moral or performance rights in the Work Product. 7.5 All Work Product shall be considered work made for hire under copyright laws and authorship shall immediately vest in CWT. To the extent any Work Product does not qualify as work made for hire under copyright or other laws, Vendor hereby assigns all IPR in the Work Product to CWT. 7.6 At CWT's request, Vendor shall, and shall cause Vendor Personnel and their respective contractors and agents, to take all reasonable efforts, including executing and delivering documents and delivery and/or transmission of machine-readable code and/or source code to facilitate CWT's ownership and full enjoyment of all such Work Product and all IPR therein. 7.7 CWT shall be free to use and exploit rights in the Work Product without compensation to Vendor beyond the agreed price set forth in the applicable SOWs to this Agreement. 7.8 Vendor hereby grants CWT a perpetual, non-exclusive, non-revocable, fully paid-up, worldwide license to use Vendor Background IPR, and sublicense its use to the extent required for CWT to use and to obtain the intended benefit of the Services, Licensed Software, Hardware and/or Work Product as detailed in the relevant SOW. 7.9 To the greatest extent possible, Vendor shall not include any information or materials that are subject to any third party's rights in any Work Product. If Vendor includes any such third-party materials in any Work Product, Vendor hereby grants, and shall cause all applicable third parties to grant, CWT a non-transferable (except as otherwise provided by the Agreement), perpetual, non-exclusive, fully paid-up, and worldwide license to use Vendor IPR and any such third-party materials, and to sublicense such use to others, as required or helpful for CWT to use and to obtain the full enjoyment such Work Product. 7.10 Vendor represents and warrants that all Services, Licensed Software, Hardware and Work Product provided under this Agreement throughout the Term: 7.10.1 are fully supported by Vendor having obtained and maintained in good standing appropriate licenses, permissions, rights or consents to use third party IPR in respect of all included elements, technologies or components; and 7.10.2 shall not infringe the IPR of any third party at any time.

INTELLECTUAL PROPERTY RIGHTS (IPR). 7.1 All data, information, and materials provided to Vendor by CWT under this Agreement or any SOW, including CWT Data, Data are and shall remain the sole and exclusive property of CWT as sole owner or as custodian of such data, information, materials on behalf of a third party. 7.2 Vendor will at all times retain ownership of all IPR in Vendor Background IPR. 7.3 All Work Product delivered to CWT pursuant to this Agreement and applicable SOW, shall be in all respects the sole and exclusive property of CWT. 7.4 All IPR in the Work Product shall also be the sole and exclusive property of CWT and Vendor shall procure the waiver of any moral or performance rights in the Work Product. 7.5 All Work Product shall be considered work made for hire under copyright laws and authorship shall immediately vest in CWT. To the extent any Work Product does not qualify as work made for hire under copyright or other laws, Vendor hereby assigns all IPR in the Work Product to CWT. 7.6 At CWT's request, Vendor shall, and shall cause Vendor Personnel and their respective contractors and agentsagents to, to take all reasonable efforts, including executing and delivering documents and delivery and/or transmission of machine-readable code and/or source code to facilitate CWT's ownership and full enjoyment of all such Work Product and all IPR therein. 7.7 CWT shall be free to use and exploit rights in the Work Product without compensation to Vendor beyond the agreed price set forth in the applicable SOWs to this Agreement. 7.8 Vendor hereby grants CWT a perpetual, non-exclusive, non-revocable, fully paid-up, worldwide license to use Vendor Background IPR, and sublicense its use to the extent required for CWT to use and to obtain the intended benefit of the Services, Licensed Software, Hardware and/or Work Product as detailed in the relevant SOW. 7.9 To the greatest extent possible, possible Vendor shall not include any information or materials that are subject to any third party's rights in any Work Product. If Vendor includes any such third-party materials in any Work Product, Vendor hereby grants, and shall cause all applicable third parties to grant, CWT a non-transferable (except as otherwise provided by the Agreement), perpetual, non-exclusive, fully paid-up, and worldwide license to use Vendor IPR and any such third-party materials, and to sublicense such use to others, as required or helpful for CWT to use and to obtain the full enjoyment such Work Product. 7.10 Vendor represents and warrants that all Services, Licensed Software, Hardware and Work Product provided under this Agreement throughout the Term: 7.10.1 are fully supported by Vendor having obtained and maintained in good standing appropriate licenses, permissions, rights or consents to use third party IPR in respect of all included elements, technologies or components; and; 7.10.2 shall not infringe the IPR of any third party at any time.;

INTELLECTUAL PROPERTY RIGHTS (IPR). 7.1 All dataa. With respect to ownership of the Deliverables shall apply: (i) The Deliverables shall be identified as being either: Category A Deliverables and Category B Deliverables in the Project Agreement. If not so identified, information, and materials provided to Vendor the Deliverables shall be considered Category A Deliverables for the purposes of this Agreement. (ii) Category A Deliverables are those Deliverables specifically developed for GOAP by CWT System Integrator/ SP during the course of its performance under this Agreement or any SOWand the Project Agreement which includes but is not limited to Bespoke Software as defined in this Agreement, including CWT Datain which, are subject to the foregoing provisions of this Article, all right, title and shall remain interest in and to such Deliverables, shall, as between System Integrator/ SP and the sole and exclusive property of CWT as sole owner or as custodian of such dataGOAP, information, materials on behalf of a third party. 7.2 Vendor will at all times retain ownership of all IPR in Vendor Background IPR. 7.3 All Work Product delivered to CWT pursuant to this Agreement and applicable SOW, shall be in all respects the sole and exclusive property of CWT. 7.4 All IPR immediately upon creation vest in the Work Product shall also be GOAP, provided the sole Project is declared Go-Live and exclusive property at the time of CWT and Vendor shall procure the waiver of any moral or performance rights in the Work Product. 7.5 All Work Product shall be considered work made for hire under copyright laws and authorship shall immediately vest in CWTExit Management. To the extent any Work Product does not qualify as work made for hire under copyright or other lawsthat the System Integrator/ SP Proprietary materials is incorporated within the Deliverables, Vendor System Integrator/ SP and its employees engaged hereby assigns all IPR in grant to the Work Product to CWT. 7.6 At CWT's request, Vendor shall, and shall cause Vendor Personnel and their respective contractors and agents, to take all reasonable efforts, including executing and delivering documents and delivery and/or transmission of machine-readable code and/or source code to facilitate CWT's ownership and full enjoyment of all such Work Product and all IPR therein. 7.7 CWT shall be free to use and exploit rights in the Work Product without compensation to Vendor beyond the agreed price set forth in the applicable SOWs to this Agreement. 7.8 Vendor hereby grants CWT GOAP a perpetual, irrevocable, non-exclusive, non-revocabletransferable within GOAP, fully paid-up, worldwide up right and license to use Vendor Background IPRfor the benefit of and internal use of PROJECT, and sublicense its use of such System Integrator/ SP Proprietary materials to the extent embodied in the Deliverables or required for CWT to the use and to obtain the intended benefit of the Services, Licensed Software, Hardware and/or Work Product as detailed in the relevant SOWDeliverables. 7.9 To (iii) Category B Deliverables are those Deliverables provided to the greatest extent possibleGOAP by System Integrator/ SP during the course of its performance under this Agreement and the Project Agreement, Vendor shall not include any information or materials that are in which the System Integrator/ SP retains the rights to but grants to the GOAP, subject to any third party's rights in any Work Product. If Vendor includes any such third-party materials in any Work Productthe foregoing provisions of this Article a perpetual, Vendor hereby grants, and shall cause all applicable third parties to grant, CWT a non-transferable (except as otherwise provided by the Agreement), perpetualirrevocable, non-exclusive, fully paid-uptransferable within GOAP, right and worldwide license to the Deliverables including the right to use, copy, transport to PROJECT at the locations provided by PROJECT, for the benefit of and internal use Vendor IPR of PROJECT. If System Integrator/ SP proceeds to apply for, or assign to any third party, any patent rights relating to such Category B Deliverables, the System Integrator/ SP will ensure that the GOAP‟s rights as provided herein are preserved. b. The Intellectual property rights arrangement pertaining to ownership (either category A or Category B Deliverables) shall be governed as defined in this Agreement. c. In case, the products are enhanced or improved by the System Integrator/ SP after the contract period, the System Integrator/ SP shall share the enhanced products with GOAP at such mutually agreed additional fees towards enhancements. d. System Integrator/ SP shall indemnify, defend and hold harmless GOAP, from and against any and all losses incurred by it and arising from claims by third parties that any Deliverable (or the access, use or other rights thereto) created by System Integrator/ SP pursuant to this Agreement and/or Project Agreement or any equipment, software, information, methods of operation or other intellectual property (or the access, use or other rights thereto) provided by System Integrator/ SP or sub-contractors to the System Integrator/ SP pursuant to this Agreement or Project Agreement (i) infringes a copyright (ii) infringes a patent a, or (iii) constitutes misappropriation or unlawful disclosure or use of another Party's trade secret (collectively, "Infringement Claims"); e. The indemnity obligations of the System Integrator/ SP shall be valid provided that: (i) GOAP promptly notifies the System Integrator/ SP of the Infringement Claims and in any case not later than thirty days from the date of the Infringement Claims; (ii) the System Integrator/ SP shall at its own cost and expense be entitled to have sole control of the defence of the Infringement Claims and any related proceedings or settlement negotiations; (iii) at the cost and expense of the Partner, GOAP takes all reasonable steps to co-operate with the System Integrator/ SP in the defence of such third-party materialsInfringement Claims, and to sublicense such use to others, as required proceedings or helpful for CWT to use and to obtain the full enjoyment such Work Product. 7.10 Vendor represents and warrants that all Services, Licensed Software, Hardware and Work Product provided under this Agreement throughout the Term: 7.10.1 are fully supported by Vendor having obtained and maintained in good standing appropriate licenses, permissions, rights or consents to use third party IPR in respect of all included elements, technologies or componentsnegotiations; and 7.10.2 (iv) GOAP shall not infringe make any statement or admission in relation to the IPR Infringement Claims which may have material adverse effect on the defense or settlement of any third party at any time.such Infringement Claims f. Provided, however, that the indemnity obligations as stated above in sub clause

INTELLECTUAL PROPERTY RIGHTS (IPR). 7.1 a. All datainformation generated by You, informationor someone on Your behalf, doing the work under the Contract shall belong to You. You shall own the IPR and You will be responsible for deciding whether to apply for patents and other rights. b. You shall give Us 45 Business Days written notice if You intend to publish any Foreground Information. We can object and refuse to allow publication if We consider that this publication is not in the national interest or there are security issues. If We do not object within 45 Business Days You can proceed with the publication. c. For each Deliverable required under this Contract You shall provide a version that only contains Foreground Information and makes sense on its own. d. Information that is not in the public domain and is not Foreground Information We call ‘Background Information’, whether owned by Us, You, or a Third Party. Where We have agreed that You shall provide Us with relevant Background Information, there shall be an additional, separate deliverable containing both Foreground and Background Information. In this separate deliverable, You shall clearly identify the Background Information. e. You shall mark all Deliverables in accordance with the requirements set out at xxxxx://xxx.xxx.xx/guidance/defence-and-security-accelerator-terms-and-conditions-and-contract- guidance#standard-contract-terms-and-conditions. Unless clearly marked as Background Information all delivered information shall be deemed to be Foreground Information and handled as such. f. We have the right, free of charge, to copy, modify, disclose and use all Foreground Information and patents resulting from work under this Contract, in confidence, for UK Government Purposes both within UK government (this includes UK armed forces, UK police and civil defence agencies) and with UK government’s representatives, agents, collaborative partners and Contractors. g. We have the right to publish a brief summary indicating the type of work done under the Contract and an abstract that is not commercially sensitive describing the contents of the Deliverables. h. You shall keep a record of the work done under the Contract and all Foreground Information for the duration of the Contract and for six years after expiry of the Contract. During this time We can ask for, and materials you shall deliver to us, Foreground Information that You have not provided and You shall help Us to Vendor understand within a reasonable time agreed with Us, any Deliverables or Foreground Information. A fair and reasonable price shall be agreed for the provision of this Information and services. i. We have, in addition to any other rights We may already have, the right, free of charge, to copy, modify, disclose and use all Background Information, which is embedded in the deliverables, in confidence, within UK government (which includes UK armed forces, UK police and civil defence agencies) for any non-commercial purpose. We also have the right to disclose to, and authorise use by, a service provider to manage, monitor, evaluate, assess or audit the work done under the Contract. j. You shall ensure that You own all Foreground Information generated by CWT anyone working for You under this Agreement or any SOW, including CWT Data, are and shall remain the sole and exclusive property of CWT as sole owner or as custodian of such data, information, materials on behalf of a third partyContract. 7.2 Vendor will at all times retain k. You shall ensure that in any subcontracted work, You secure rights for Us that are equivalent to those in this Contract. l. If You assign Your ownership of all IPR in Vendor Background IPRany Foreground Information, You shall make sure that Our rights under this Contract continue to have effect after the assignment. 7.3 All Work Product delivered to CWT pursuant to this Agreement and applicable SOWm. You are responsible for securing exploitation of Foreground Information. You shall notify Us promptly if You cannot, shall be in all respects or do not wish to, exploit the sole and exclusive property of CWTForeground Information so that We can consider alternative options. 7.4 All IPR in n. During the Work Product Contract and the following 6 years, You shall also be the sole inform Us at reasonable intervals of Your plans for exploiting Foreground Information, and exclusive property of CWT and Vendor shall procure the waiver of any moral or performance rights in the Work Product. 7.5 All Work Product shall be considered work made for hire under copyright laws and authorship shall immediately vest in CWT. To the extent any Work Product does not qualify as work made for hire under copyright or to which Foreground Information is being exploited. This includes both in defence and other laws, Vendor hereby assigns all IPR in the Work Product to CWTmarkets. 7.6 At CWT's request, Vendor shall, and shall cause Vendor Personnel and their respective contractors and agents, to take all reasonable efforts, including executing and delivering documents and delivery and/or transmission of machine-readable code and/or source code to facilitate CWT's ownership and full enjoyment of all such Work Product and all IPR therein. 7.7 CWT shall be free to use and exploit rights in the Work Product without compensation to Vendor beyond the agreed price set forth in the applicable SOWs to this Agreement. 7.8 Vendor hereby grants CWT a perpetual, non-exclusive, non-revocable, fully paid-up, worldwide license to use Vendor Background IPR, and sublicense its use to the extent required for CWT to use and to obtain the intended benefit of the Services, Licensed Software, Hardware and/or Work Product as detailed in the relevant SOW. 7.9 To the greatest extent possible, Vendor shall not include any information or materials that are subject to any third party's rights in any Work Product. If Vendor includes any such third-party materials in any Work Product, Vendor hereby grants, and shall cause all applicable third parties to grant, CWT a non-transferable (except as otherwise provided by the Agreement), perpetual, non-exclusive, fully paid-up, and worldwide license to use Vendor IPR and any such third-party materials, and to sublicense such use to others, as required or helpful for CWT to use and to obtain the full enjoyment such Work Product. 7.10 Vendor represents and warrants that all Services, Licensed Software, Hardware and Work Product provided under this Agreement throughout the Term: 7.10.1 are fully supported by Vendor having obtained and maintained in good standing appropriate licenses, permissions, rights or consents to use third party IPR in respect of all included elements, technologies or components; and 7.10.2 shall not infringe the IPR of any third party at any time.