Common use of Intellectual Property Rights Clause in Contracts

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 7.1 The Seller warrants that neither the PARTIESGoods nor the sale thereof covered by the Order will infringe upon or violate any trademarks, patents, copyright, inventions, designs, drawings, protectable creations and the like or other legal rights of third parties, whether or not capable of registration (“Intellectual Property Rights”). The Seller indemnifies the Buyer against all actions, claims, liability, loss, costs, attorneys' fees, expenses and damages due to or arising from any infringement of the Intellectual Property Rights of any third party. The Seller shall, at its own expense, if so requested by the Buyer, defend the Buyer against all such claims, proceedings and suits and shall fully co-operate with and follow all lawful instructions of the Buyer in respect thereof. 7.2 In the event that the Goods become the subject of any actions or claims of infringement of Intellectual Property Rights, the CONTRACTOR Seller shall retain the INTELLECTUAL PROPERTY either, in the CONTRACTOR’S DOCUMENTSshortest possible period, obtain the right for the Buyer to use the Goods, or modify or replace the Goods so that the infringement ends. The CONTRACTOR warrants Modification or replacement of the Goods shall never result in a decrease or reduction of the functionality or fitness of the Goods for the particular purpose for which the Goods were ordered by the Buyer. If the Seller fails to carry out its obligations as set out herein, the Buyer, with 5 (five) business days advance notice to the Seller, shall be entitled to take such actions as it deems necessary and to recover the total cost of the Goods from the Seller. 7.3 Patentable inventions and protectable creations as well as their results, insofar as they arise from the Order, shall belong to the Buyer unless the Seller establishes that all INTELLECTUAL PROPERTY which may subsist in they arise from the CONTRACTOR’S DOCUMENTS are now Seller's sole inventive capacity, and were developed independently of the Order. 7.4 Where the Seller has (or will acquire) any Intellectual Property Rights in respect of the Goods, or any software relating thereto, it shall be on their creation) vested in grant to the CONTRACTOR (or that the CONTRACTOR has or shall then have Buyer a suitable perpetual, non- exclusive licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured Goods for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS purpose for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged they were ordered by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Buyer. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 12.1 Each party’s pre-existing or background Intellectual Property Rights shall at all times remain vested in and the PARTIES, property of the CONTRACTOR shall retain the INTELLECTUAL PROPERTY relevant party. 12.2 All Intellectual Property Rights in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Data, as well as the CONTRACTOR’S DOCUMENTS are now (or data produced by the Services from the Data, shall be on their creation) belong to and remain vested in the CONTRACTOR (Client save for any and all enabling software or test data resident on DSI’s systems or used by DSI for the provision of the Services. 12.3 DSI retains all Intellectual Property Rights in its proprietary technologies, business processes and methods, and all improvements thereto, that it discloses or deploys in the CONTRACTOR has course of providing the Services. If, in the course of or as a result of any Services provided by DSI to the Client, DSI or its employees or agents creates any document or other material protected by any Intellectual Property Rights, it is agreed that all legal and beneficial rights therein shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) be owned by DSI, and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property Client shall have no rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY therein beyond a non-terminable transferable non-exclusive royalty-free licence for the duration of this Agreement to copymake copies for its own internal use of any document (but not of any other material) which may be delivered to the Client by DSI. The Client hereby waives any Intellectual Property Rights it may have in such document or material and assigns by way of present and future assignment any Intellectual Property Rights to DSI. The Client shall execute any assignment or other instrument which may be necessary to give effect to this provision. If the Client wishes to have such rights assigned to it or to have a more extensive licence, use and communicate the CONTRACTOR’S DOCUMENTSDSI agrees, including making and using modifications of them with DSI reserves the right to grant sub-licences. This licence shallmake an additional charge. 12.4 The Client shall indemnify DSI against any and all liabilities, damages, obligations, claims, demands, reasonable costs and expenses (including reasonable legal fees) arising in any jurisdiction (whether arising from infringement (or alleged infringement) of any Intellectual Property Rights or any other cause whatsoever) by reason of: (a) apply throughout work carried out by DSI, its agents or employees in accordance with directions or specifications given by the actual Client; or b) the use by DSI of any software or intended working life (whichever is longer) other materials assigned, licensed or otherwise made available to DSI by the Client pursuant to this Agreement or otherwise. 12.5 DSI shall notify the Client within seven days of receipt of any claim and, unless the Client shall fail to assume the conduct of the relevant parts defence within a reasonable period: a) shall make no admission relating to the claim without the consent of the PROJECTClient (such consent not to be unreasonably withheld or delayed); (b) entitle any person in proper possession of shall allow the relevant part of the PROJECT Client full discretion to copyconduct or settle all negotiations and proceedings, use subject to receiving reasonable security for costs and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTdamages; and (c) shall give the Client all reasonable assistance in respect thereof. 12.6 DSI reserves the right to decline to process or print any material which in its reasonable opinion is or may be unlawful, offensive, defamatory or in breach of the Intellectual Property Rights or other rights of a third party and shall not be in breach of this Agreement for any failure to provide Services in accordance with the terms hereof which results from such declining. 12.7 Should DSI in the case provision of CONTRACTOR’S DOCUMENTS Services process or print any material which are is subsequently held to be unlawful, offensive, defamatory or in breach of the form Intellectual Property Rights or other rights of computer programs a third party, the Client shall indemnify and other softwarekeep indemnified DSI against any and all liabilities, permit their use on any computer on the WORKSITE damages, obligations, claims, demands, reasonable costs and other places as envisaged by the CONTRACT, expenses (including replacements of any computers supplied by the CONTRACTOR. reasonable legal fees) resulting therefrom. 12.8 The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent provisions of this Clause 17.212 are expressly agreed by the parties to survive any termination of this Agreement, however arising. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As Section 14.01 The Supplier acknowledges that, as between the PARTIESParties, the CONTRACTOR Recipient owns or rightfully uses all Intellectual Property Rights relating to the design and manufacture of the Products. Any improvements made to the Products (including their design and manufacture), whether suggested, conceived, developed, invented, or authorized by the Supplier (Product Improvements) are and shall retain be the INTELLECTUAL PROPERTY sole property of the Recipient, and the Supplier shall assign and hereby assigns to the Recipient, and the Recipient shall accept and hereby accepts such assignment of, all rights, title, and interest in any Intellectual Property Rights in any Product Improvements. Upon the request of the Recipient, the Supplier shall provide any further necessary documentation and do all further acts reasonably requested by the Recipient or necessary to confirm and perfect title in and to such assigned Intellectual Property Rights in the CONTRACTOR’S DOCUMENTSRecipient, its successors and assigns. The CONTRACTOR warrants Notwithstanding, the Parties agree that the Recipient intends to retain all INTELLECTUAL PROPERTY which may subsist Product Improvements associated with the use of, or symbolized by, such assigned Intellectual Property Rights and, accordingly, any assignment of such rights in such Product Improvements by the CONTRACTOR’S DOCUMENTS are now (or Supplier to the Recipient pursuant to this Section 14.01 shall not be treated as a transfer for U.S. federal income tax purposes. In the event and to the extent that transfer of ownership in any Intellectual Property Rights relating to Product Improvements shall not be legally permissible, the Supplier hereby grants and/or irrevocably agrees to grant to the Recipient an unrestricted and unlimited, royalty-free, irrevocable, worldwide, sub-licensable license to use such Intellectual Property Rights. For the use and manufacture of the Products and any deviations and replacements thereto, such license shall be on their creation) vested in exclusive. In any event, the CONTRACTOR (Supplier irrevocably covenants not to sue the Recipient or that its Affiliates for any Intellectual Property Right infringement. Section 14.02 The Recipient hereby grants and/or irrevocably agrees to grant to the CONTRACTOR has or shall then have Supplier a suitable licence limited, non-exclusive, royalty-free, non-sublicensable license to use the same Intellectual Property Rights of the Recipient solely to the extent required for the Supplier to manufacture and to grant supply the licence referred to in Products and otherwise comply with its obligations under this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third partyAgreement. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) Section 14.03 Subject to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copySection 14.01 and Section 14.02, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle neither Party nor any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of Affiliates grants to the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (Party or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted its Affiliates under this Sub-ClauseAgreement any right or license in any Intellectual Property Right of such Party or its Affiliates.

Intellectual Property Rights. 17.1 As between 38.1 Save as granted elsewhere under this Contract, neither the PARTIESCLIENT nor the SERVICE PROVIDER shall acquire any right, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY title or interest in the CONTRACTOR’S DOCUMENTS. other’s Pre-Existing IPR. 38.2 The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or SERVICE PROVIDER shall be on their creation) vested in the CONTRACTOR (or not, and shall procure that the CONTRACTOR has Staff shall not, (except when necessary for the performance of the Contract) without prior Approval, use or shall then have a suitable licence disclose any CLIENT Pre-Existing IPR or the Project Specific IPRs to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 38.3 All title to and all rights and interest in the Project Specific IPRs shall vest in the CLIENT. The CONTRACTOR SERVICE PROVIDER hereby assigns to the CLIENT, with full title guarantee, title to and all rights and interest in the Project Specific IPRs and/or shall be deemed (procure that the first owner of the Project Specific IPRs also does so. 38.4 The assignment under Clause 38.3 shall either take effect on the date of the Contract or as a present assignment of future rights that will take effect immediately on the coming into existence of the relevant Project Specific IPRs, as appropriate. 38.5 The SERVICE PROVIDER shall waive or procure a waiver of any moral rights in any copyright works assigned to the CLIENT under this Contract. 38.6 If requested to do so by signing the CONTRACT) CLIENT, the SERVICE PROVIDER shall without charge to give the CLIENT execute all documents and do all such further acts as the CLIENT may require to perfect the assignment under Clause 38.3 or have procured for shall procure that the COMPANY owner of the Project Specific IPRs does so on the same basis. 38.7 The CLIENT hereby grants to the SERVICE PROVIDER a non-terminable transferable exclusive, revocable, non assignable licence to use the CLIENT’S Pre-Existing IPR and the Project Specific IPRs during the Contract Period for the sole purpose of enabling the SERVICE PROVIDER to provide the Services. 38.8 To the extent that this is necessary solely to enable the CLIENT to obtain the full benefits of ownership of the Project Specific IPRs, the SERVICE PROVIDER hereby grants to the CLIENT and shall procure that any relevant third party licensor shall grant to the CLIENT a perpetual, irrevocable, non-exclusive, assignable, royalty-free and global licence to use, sub-license and/or commercially exploit any SERVICE PROVIDER Pre-Existing IPR or IPRs owned by a third party that are embedded in or which are an integral part of the Project Specific IPRs. 38.9 The SERVICE PROVIDER shall obtain Approval before using any material, in relation to the performance of its obligations under the Contract which is or may be subject to any third party Intellectual Property Rights. The SERVICE PROVIDER shall procure that the owner of the rights grants to the CLIENT a non-exclusive royaltylicence, or if itself a licensee of those rights, shall grant to the CLIENT an authorised sub-licence, to use, reproduce, modify, develop and maintain the material. Such licence or sub-licence shall be non-exclusive, perpetual, royalty free licence and irrevocable and shall include the right for the CLIENT to copysub-license, transfer, novate or assign to any other third party supplying services to the CLIENT. 38.10 The SERVICE PROVIDER shall, during and after the Contract Period, indemnify and keep indemnified in full and hold the CLIENT and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses, including legal costs, and other liabilities which the CLIENT or the Crown may suffer or incur as a result of any claim that the performance by the SERVICE PROVIDER of the Services and/or the possession or use by the CLIENT of the Deliverables infringes or allegedly infringes a third party's Intellectual Property Rights (“Claim”) except where the Claim arises from:- 38.10.1 items or materials based upon designs supplied by the CLIENT; or 38.10.2 the use of data supplied by the CLIENT which the SERVICE PROVIDER is not required to verify under any provision of the Contract. 38.11 The CLIENT shall notify the SERVICE PROVIDER in writing of the Claim and the CLIENT shall not make any admissions which may be prejudicial to the defence or settlement of the Claim. The SERVICE PROVIDER shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the SERVICE PROVIDER:- 38.11.1 shall consult the CLIENT on all substantive issues which arise during the conduct of such litigation and negotiations; 38.11.2 shall take due and proper account of the interests of the CLIENT; and 38.11.3 shall not settle or compromise the Claim or refuse to settle or compromise a claim without the CLIENT’S prior written consent (such consent not to be unreasonably withheld or delayed). 38.12 If a Claim is made in connection with the Contract or in the reasonable opinion of the SERVICE PROVIDER is likely to be made, the SERVICE PROVIDER shall immediately notify the CLIENT and, at its own expense and subject to the consent of the CLIENT (not to be unreasonably withheld or delayed), use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall:its best endeavours to:- (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of 38.12.1 modify the relevant part of the PROJECT Services or the Deliverables without reducing the performance or functionality of the same, or substitute alternative Services or Deliverables of equivalent performance and functionality, so as to copyavoid the infringement or the alleged infringement, provided that the provisions herein shall apply with any necessary changes to such modified Services or Deliverables or to the substitute Services or Deliverables; or 38.12.2 procure a licence to use and communicate supply the CONTRACTOR’S DOCUMENTS for Services or the purposes Deliverables, which are the subject of completingthe alleged infringement, operatingon terms which are acceptable to the CLIENT, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case event that the SERVICE PROVIDER is unable to comply with Clauses 38.12.1 or 38.12.2 within 20 Working Days of CONTRACTORreceipt of the SERVICE PROVIDER’S DOCUMENTS which are notification the CLIENT may terminate the Contract with immediate effect by notice in writing and the form SERVICE PROVIDER shall, upon demand, refund the CLIENT with all monies paid in respect of computer programs and other softwarethe Services or Deliverable that is subject to the Claim. 38.13 In the event that a modification or substitution in accordance with Clause 38.12.1 is not possible so as to avoid the infringement, permit their use on any computer on or the WORKSITE and other places as envisaged by SERVICE PROVIDER has been unable to procure a licence in accordance with Clause 38.12.2 the CONTRACT, including replacements CLIENT shall be entitled to delete the relevant Service from this Contract. 38.14 This Clause 38 sets out the entire financial liability of the SERVICE PROVIDER with regard to the infringement of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents Intellectual Property Right as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I a result of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in availability of the CONTRACTOR’S DOCUMENTSServices or the provision of the Deliverables hereunder. This shall not affect the SERVICE PROVIDER'S financial liability for other Defaults or causes of action that may arise hereunder. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 16.1 The Supplier acknowledges that the PARTIESContractor Conditions require the Contractor to assign and licence certain Intellectual Property Rights to the Customer. In the event that the Contractor fails to assign and/or licence (as relevant) such Intellectual Property Rights in accordance with the obligations imposed on the Contractor then the Supplier shall procure the assignment and/or licence (as relevant) of such Intellectual Property Rights in accordance with the Contractor Conditions and shall carry out such acts at its own cost (which may include procuring the execution of documentation) as are necessary in order to procure such assignment and/or licence. 16.2 Save as expressly granted elsewhere under the Contract: 16.2.1 the Customer shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Supplier or its licensors, including the Supplier IPR; and 16.2.2 the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Customer or its licensors, including the Customer IPR or the Bespoke IPR. 16.3 Where either party acquires, by operation of law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in clause 16.2, it shall assign in writing such Intellectual Property Rights as it has acquired to the other party on the request of the other party (whenever made). 16.4 Subject to clause 17.6.8, the CONTRACTOR Supplier shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or not, and shall be on their creation) vested in the CONTRACTOR (or procure that the CONTRACTOR has Staff shall not (except when necessary for the performance of the Contract) without Approval, use or shall then have a suitable licence disclose any of the Bespoke IPRs to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 16.5 The CONTRACTOR Supplier hereby grants (and (as necessary) shall be deemed (by signing the CONTRACTprocure that any relevant third party shall grant) to give to or have procured for the COMPANY Customer a non-terminable exclusive, irrevocable, transferable non-exclusive royalty-and royalty free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them (with the right to grant sub-licenceslicences on similar terms) to use, amend, modify, enhance and exploit the Supplier IPR for the purpose of receiving the benefit of the Placement Services and Contractor Services. 16.6 All Intellectual Property rights in and to the Bespoke IPRs shall vest as and when created in the Customer and the Supplier hereby assigns to the Customer, with full title guarantee, title to and all rights and interest in the Bespoke IPRs or shall procure that the first owner of the Bespoke IPRs assigns them to the Customer on the same basis. This Such assignment shall either take effect on the Commencement Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the Bespoke IPRs, as appropriate. The Supplier shall waive or procure a waiver of any moral rights in the Bespoke IPRs assigned to the Customer under this Contract. The Supplier shall enter into such documentation and perform such acts as the Customer shall request to properly vest such Bespoke IPRs in the Customer. 16.7 The Customer hereby grants to the Supplier a royalty-free non-exclusive, non-assignable licence shallto use the Customer's IPR and the Bespoke IPRs during the Contract Period for the sole purpose of enabling the Supplier to provide the Placement Services and not for any other purpose or for the benefit of any person other than the Customer. Such licence includes the right to grant sub-licences to Sub-contractors for the same purpose provided that any relevant Sub-contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in clause 17.6 (Confidentiality). 16.8 In the event of the termination or expiry of this Contract, the licence referred to in and any sub-licence granted in accordance with clause 16.7 shall terminate automatically and the Supplier shall deliver to the Customer all material licensed to the Customer pursuant to clause 16.7 in the Supplier's possession or control, save that the Supplier shall be entitled to retain one copy of such material to enable it to comply with Law or the requirements of a Regulatory Body save that in such circumstances such material shall be kept in a secure environment and shall not be disclosed except as required by Law or pursuant to the requirements of a Regulatory Body. 16.9 No Intellectual Property Rights in the trade marks or brands of the Customer shall be used by the Supplier without the Customer's prior written consent. 16.10 To the extent that the Supplier creates physical embodiments of and tangible materials representing Bespoke IPRs or other items in connection with the provision of the Placement Services (in whatever form or media) ("Service Materials"), the Supplier shall provide copies of all such Service Materials to the Customer promptly. Notwithstanding the provisions of this clause 16, title to all Service Materials shall pass to the Customer upon delivery. 16.11 The Supplier shall on demand, during and after the Contract Period, indemnify and keep indemnified and hold the Customer and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Customer or the Crown may suffer or incur as a result of any claim that the rights granted to the Customer by the Supplier pursuant to this Contract and/or the performance by the Supplier of the Services infringes or allegedly infringes a third party's Intellectual Property Rights ("Claim") except where the Claim arises from: 16.11.1 items or materials based upon designs supplied by the Customer (a) apply throughout provided that the actual or intended working life (whichever Claim relates to the designs itself); or 16.11.2 the use of data supplied by the Customer which is longer) not required to be verified by the Supplier under any provision of the relevant parts Contract; or 16.11.3 any modifications or enhancements made by the Customer to the Supplier's IPR. 16.12 The Customer shall notify the Supplier in writing of the PROJECTClaim and the Customer shall not make any admissions which may be prejudicial to the defence or settlement of the Claim. The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the Supplier: 16.12.1 shall consult the Customer on all substantive issues which arise during the conduct of such litigation and negotiations; 16.12.2 shall take due and proper account of the interests of the Customer; and 16.12.3 shall not settle or compromise the Claim without Approval (b) entitle any person not to be unreasonably withheld or delayed). 16.13 If a Claim is made in proper possession connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Customer and, at its own expense and subject to Approval (not to be unreasonably withheld or delayed), use its best endeavours to: 16.13.1 modify the relevant part of the PROJECT Placement Services without reducing the performance or functionality of the same, or substitute alternative services or deliverables of equivalent performance and functionality, so as to copyavoid the infringement or the alleged infringement, provided that the provisions herein shall apply with any necessary changes to such modified services or deliverables or to the substitute services or deliverables; or 16.13.2 procure a licence to use and communicate supply the CONTRACTOR’S DOCUMENTS for Placement Services which are the purposes subject of completingthe alleged infringement, operatingon terms which are acceptable to the Customer, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case event that the Supplier is unable to comply with clauses 16.13.1 or 16.13.2 within 20 Working Days of CONTRACTOR’S DOCUMENTS which are receipt of the Supplier's notification the Customer may terminate the Contract with immediate effect by notice in writing and the form Supplier shall, upon demand, refund the Customer with all monies paid in respect of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by Placement Services that is subject to the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Claim. 17.3 16.14 The CONTRACTOR hereby waives, Supplier's compliance with clause 16.13 shall be at its own expense and the Supplier shall procure be liable for all costs and expenses that each of its SUBCONTRACTOR waive, any rights it the Customer may have under Chapter IV (Moral Rights) of Part I of incur resulting from the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSCustomer's compliance with clause 16.13. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (16.15 In the event that a modification or on behalf of) substitution in accordance with clause 16.13.1 is not possible so as to avoid the Contractor infringement, or the Supplier has been unable to procure a licence in accordance with clause 16.13.2 the Customer shall not, without be entitled to delete the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) relevant Placement Service from the Employer for purposes other than those permitted under this Sub-ClauseContract.

Intellectual Property Rights. 17.1 As between 15.1 Save as granted under this Contract, neither the PARTIESCLIENT nor the SERVICE PROVIDER shall acquire any right, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY title or interest in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist SERVICE PROVIDER‟s Pre-Existing Intellectual Property Rights nor in the CONTRACTOR’S DOCUMENTS are now (or CLIENT‟s Pre-Existing Intellectual Property Rights respectively. 15.2 All Contract Generated Intellectual Property Rights shall be on their creation) vested proprietary to and owned by the CLIENT and the SERVICE PROVIDER shall enter into such documentation and perform such acts as the CLIENT shall request to properly vest such Contract Generated Intellectual Property Rights in the CONTRACTOR CLIENT. Accordingly the SERVICE PROVIDER hereby assigns (or by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights. 15.3 The SERVICE PROVIDER hereby grants to the CLIENT a royalty-free, irrevocable, non-exclusive licence to such of the SERVICE PROVIDER‟s Pre- Existing Intellectual Property Rights and for such term as the CLIENT shall require solely for the purposes of this Contract. 15.4 To the extent that the CONTRACTOR has SERVICE PROVIDER creates any materials (in whatever form or media), including training, marketing, promotional or publicity materials, relating to the provision of the Ordered Services (“Service Materials”) it shall then have provide copies of all Service Materials to the CLIENT promptly and the SERVICE PROVIDER hereby grants to the CLIENT a suitable royalty free, irrevocable, non-exclusive licence for such term as the CLIENT shall require to use the same all and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist any Intellectual Property Rights in the CONTRACTOR’S DOCUMENTS do Service Materials as it shall reasonably require with the ability to sub-licence the same. 15.5 The SERVICE PROVIDER shall procure that the provision of the Ordered Services shall not infringe the intellectual property rights any Intellectual Property Rights of any third party. 17.2 15.6 The CONTRACTOR SERVICE PROVIDER shall indemnify the CLIENT 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 availability of the Ordered Services, except to the extent that such liabilities have resulted directly from the CLIENT‟s failure properly to observe its obligations under this Clause 15. 15.7 The SERVICE PROVIDER shall promptly notify the CLIENT if any claim or demand is made or action brought against the SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability of the Ordered Services hereunder. 15.8 The CLIENT shall promptly notify the SERVICE PROVIDER if any claim or demand is made or action brought against the CLIENT to which Clause 15.6 or Clause 15.7 may apply. The SERVICE PROVIDER shall at its own expense conduct any litigation arising there from and all negotiations in connection therewith and the CLIENT hereby agrees to grant to the SERVICE PROVIDER exclusive control of any such litigation and such negotiations. 15.9 The CLIENT shall at the request of the SERVICE PROVIDER afford to the SERVICE PROVIDER all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CLIENT to which Clause 15.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 15.7 may apply. The SERVICE PROVIDER shall reimburse the CLIENT for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. 15.10 The CLIENT 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 15.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 15.7 may apply. 15.11 If a claim or demand is made or action brought to which Clause 15.6 may apply, or in the reasonable opinion of the SERVICE PROVIDER is likely to be made or brought, the SERVICE PROVIDER may at its own expense and within a reasonable time either: 15.11.1 modify any or all of Ordered Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the Ordered Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted items or services and such substitution shall not increase the burden on the CLIENT such modified or substituted items shall be deemed (by signing acceptable to the CONTRACT) CLIENT, such acceptance not to give to or have procured for the COMPANY be unreasonably withheld; or 15.11.2 procure a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications Ordered Services on terms that are reasonably acceptable to the CLIENT. 15.12 The foregoing provisions of them with the right to grant sub-licences. This licence shallthis Clause 15 shall not apply insofar as any such claim or demand or action is in respect of: (a) apply throughout 15.12.1 any use by the actual or intended working life (whichever is longer) CLIENT of the relevant parts Ordered Services in combination with any item or service not supplied or approved by the SERVICE PROVIDER where such use of the PROJECT;Ordered Services directly gives rise to the claim, demand or action; or (b) entitle 15.12.2 any person in proper possession modification carried out by or on behalf of the relevant part CLIENT to any Ordered Service provided under this Contract if such modification is not authorised by the SERVICE PROVIDER in writing; or 15.12.3 any use by the CLIENT of the PROJECT Ordered Services in a manner not reasonably to copybe inferred from the specification or requirements of the CLIENT. 15.13 In the event that the SERVICE PROVIDER has availed itself of its rights to modify the Ordered Services or to supply a substitute service or services pursuant to Clause 15.11.1 or to procure a licence under Clause 15.11.2 and such exercise of the said rights has avoided any claim, use and communicate demand or action for infringement or alleged infringement, then the CONTRACTOR’S DOCUMENTS for SERVICE PROVIDER shall have no further liability thereafter under this Clause 15 in respect of the purposes of completingsaid claim, operatingdemand or action. 15.14 In the event that a modification or substitution in accordance with Clause 15.11.1 above is not possible so as to avoid the infringement, maintaining, altering, adjusting, repairing and decommissioning or the PROJECTSERVICE PROVIDER has been unable to procure a licence in accordance with Clause 15.11.2: 15.14.1 the CLIENT shall be entitled to terminate this Contract; and (c) 15.14.2 the SERVICE PROVIDER shall be liable for the value of the additional costs incurred in implementing and maintaining replacement services. 15.15 This Clause 15 sets out the case entire financial liability of CONTRACTOR’S DOCUMENTS which are in the form SERVICE PROVIDER with regard to the infringement of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged Intellectual Property Right by the CONTRACT, including replacements availability of the Ordered Services hereunder. This shall not affect the SERVICE PROVIDER‟s financial liability for other Defaults or causes of action that may arise hereunder. 15.16 The CLIENT warrants that the SERVICE PROVIDER‟s use of any computers third party item supplied directly or indirectly by the CONTRACTOR. The CONTRACTOR hereby undertakes CLIENT in accordance with any instructions given by the CLIENT in connection with the use of such item shall not cause the SERVICE PROVIDER to do all infringe any third party‟s Intellectual Property Rights in such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2item. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 11.1 The Licensor shall defend at its own expense any claim brought against the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or Licensee alleging that the CONTRACTOR has or shall then have Use of the Licensed Program Materials infringes the Intellectual Property Rights of a suitable licence to use the same and to grant the licence referred to in this Clausethird party ('Intellectual Property Claim') and the CONTRACTOR warrants Licensor shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that all INTELLECTUAL PROPERTY which may subsist the Licensee: a) furnishes the Licensor with prompt written notice of the Intellectual Property Claim; b) provides the Licensor with reasonable assistance in respect of the Intellectual Property Claim; c) gives to the Licensor the sole authority to defend or settle the Intellectual Property Claim. 11.2 If, in the CONTRACTOR’S DOCUMENTS do not infringe Licensor's reasonable opinion, the intellectual property rights Use of any third party.the Licensed Program Materials are or may become the subject of an Intellectual Property Claim then the Licensor shall either: 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACTa) to give to or have procured obtain for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with Licensee the right to grant sub-licences. This licence shall: (a) apply throughout continue using the actual or intended working life (whichever is longer) Licensed Program Materials which are the subject of the relevant parts Intellectual Property Claim; or b) replace or, with the written consent of the PROJECT; (b) entitle any person in proper possession Licensee, modify the Licensed Program Materials which are the subject of the relevant part Intellectual Property Claim so they become non-infringing. 11.3 If the remedies set out in clause 11.2 above are not in the Licensor's opinion reasonably available, then the Licensee shall return the Licensed Program Materials which are the subject of the PROJECT Intellectual Property Claim and the Licensor shall refund to copythe Licensee the corresponding portion of the Licence Fee, use and communicate as normally depreciated, whereupon this Agreement shall immediately terminate. 11.4 The Licensor shall have no liability for any Intellectual Property Claim resulting from the CONTRACTOR’S DOCUMENTS for Use of the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning Licensed Program Materials in combination with any equipment (other than the PROJECT; and (cEquipment) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer or programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged not supplied or approved by the CONTRACT, including replacements Licensor or any modification of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I item of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made Licensed Programs by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clausethe Licensor or its authorised agent.

Intellectual Property Rights. 17.1 As between 7.1 Supplier warrants that the PARTIESsale or use of goods, or the CONTRACTOR shall retain performance or provision of the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR Deliverables will not violate or infringe any Philippines or foreign copyright, patent, trademark, registered design or any other Intellectual Property Rights. 7.2 Supplier warrants that all INTELLECTUAL PROPERTY which may subsist Intellectual Property Rights on the pre-existing materials used by Supplier in the CONTRACTOR’S DOCUMENTS provision of Deliverables to Accenture are now (owned by the Supplier. Notwithstanding the above, the Supplier hereby grants Accenture an irrevocable license to use, copy or shall be on their creation) vested modify such pre-existing materials for internal business purposes, free of royalty payments or any other charges. 7.3 The Intellectual Property Rights in all works of authorship developed or created by Supplier in the CONTRACTOR course of provision of Deliverables (or "Project Materials") shall immediately and exclusively vest in Accenture. In the event that the CONTRACTOR has or Supplier requests and Accenture grants written consent that the Intellectual Property Rights for specific Project Materials be not assigned to Accenture, Supplier shall then have a suitable licence grant to use the same Accenture and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive its affiliates an irrevocable royalty-free licence license to copyuse, use and communicate copy or modify the CONTRACTOR’S DOCUMENTSProject Materials, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT license such Project Materials to copy, use and communicate the CONTRACTOR’S DOCUMENTS third parties for the purposes of completingintended by Accenture upon notice to Supplier. 7.4 To the extent permissible under the applicable law, operatingthe Supplier hereby waives all moral rights (as defined under the Law on Copyright, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (cRA No. 8293) in the case Project Materials supplied hereunder in so far as they relate to Accenture and agrees that it has obtained all waivers of CONTRACTOR’S DOCUMENTS which are in the form of computer programs moral rights and consents from any employee, agent, subcontractor or other third party necessary to comply with its obligations under this Clause 7. 7.5 Any drawings, specifications, data, documents, and other softwareinformation provided by Accenture to the Supplier in connection with the Purchase Order and all Intellectual Property Rights therein shall remain the property of Accenture, permit their use on any computer on and the WORKSITE Supplier shall at all times keep confidential all such information. Supplier shall take adequate procedures to protect the secrecy of such drawings, specifications, data, documents, and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waivesinformation, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I return the same to Accenture upon completion of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSPurchase Order. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 13.1 All intellectual property rights in any materials provided by the PARTIESFRC to the RSB for the purposes of the parties carrying out their responsibilities under this Delegation Agreement will, to the extent that they were owned by the FRC at the time of such provision, remain the property of the FRC but the FRC grants the RSB a personal, non-assignable, non-sub licensable, royalty-free, irrevocable, non- exclusive and non-transferable licence to use such materials (excluding FRC codes, standards, guidance and/or other materials provided by the FRC to the RSB for corporate governance, stewardship, corporate reporting, accounting, auditing, assurance services and actuarial work) to perform its obligations under this Delegation Agreement during the Term. If and to the extent that any intellectual property rights in such materials vest in the RSB by operation of law the RSB assigns to the FRC by way of present assignment of future rights all its intellectual property in such materials (with full title guarantee and free from all third party rights). 13.2 All intellectual property rights (foreground and background) in the RSB Audit Materials will vest in the RSB. If, and to the extent that, any intellectual property rights in such materials vest in the FRC by operation of law, the CONTRACTOR shall retain FRC assigns to the INTELLECTUAL PROPERTY RSB by way of a present assignment of future rights that will take place immediately on the coming into existence of any such intellectual property rights, all its intellectual property rights in such materials (with full title guarantee and free from all third party rights). 13.3 The RSB grants the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have FRC a suitable royalty-free, irrevocable, non-exclusive non-transferable licence to use the same RSB Audit Materials for the purposes of performing one or more Reclaimed Tasks, and such licence shall be effective from the day that the FRC reclaims a Delegated Task and shall continue until reinstatement of the Delegated Task to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third partyRSB. 17.2 The CONTRACTOR shall be deemed (by signing 13.4 Where the CONTRACT) FRC reclaims from the RSB any Regulatory Task and instructs another party to give to or have procured for complete such Reclaimed Task the COMPANY a RSB hereby grants the appointed party an irrevocable, non-terminable exclusive, non- transferable non-exclusive royalty-free licence to copy, use and communicate such RSB Audit Materials as are reasonably required to enable the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with appointed party to complete the right to grant sub-licencestransferred work in progress. This Such licence shallshall expire on the earlier of: (a) apply throughout in the actual or intended working life (whichever is longer) case of Reclaimed Tasks deriving from the Delegated Tasks at clause 2.1(e), completion by the appointed party of the relevant parts respective transferred investigation(s); or in the case of Reclaimed Tasks deriving from the Delegated Tasks at clauses 2.1(a)-(d), completion by the appointed party of the PROJECTtransferred matters for the applicable regulatory year; (b) entitle any person in proper possession reinstatement of the relevant part of Delegated Task to the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTRSB; andor (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged retention by the CONTRACT, including replacements FRC of any computers supplied the Delegated Task as a Retained Task by the CONTRACTOR. FRC. 13.5 The CONTRACTOR hereby undertakes RSB acknowledges that it may be the recipient of a licence granted by another RSB under a different delegation agreement which is identical to do all such acts and execute such documents or substantially the same as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2licence set out above at clause 13. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 7.1 The Seller warrants that neither the PARTIESGoods nor the sale thereof covered by the Order will infringe upon or violate any trademarks, patents, copyright, inventions, designs, drawings, protectable creations and the like or other legal rights of third parties, whether or not capable of registration (“Intellectual Property Rights”). The Seller indemnifies the Buyer against all actions, claims, liability, loss, costs, attorneys' fees, expenses and damages due to or arising from any infringement of the Intellectual Property Rights of any third party. The Seller shall, at its own expense, if so requested by the Buyer, defend the Buyer against all such claims, proceedings and suits and shall fully co-operate with and follow all lawful instructions of the Buyer in respect thereof. 7.2 In the event that the Goods become the subject of any actions or claims of infringement of Intellectual Property Rights, the CONTRACTOR Seller shall retain the INTELLECTUAL PROPERTY either, in the CONTRACTOR’S DOCUMENTSshortest possible period, obtain the right for the Buyer to use the Goods, or modify or replace the Goods so that the infringement ends. The CONTRACTOR warrants Modification or replacement of the Goods shall never result in a decrease or reduction of the functionality or fitness of the Goods for the particular purpose for which the Goods were ordered by the Buyer. If the Seller fails to carry out its obligations as set out herein, the Buyer, with five business days advance notice to the Seller, shall be entitled to take such actions as it deems necessary and to recover the total cost of the Goods from the Seller. 7.3 Patentable inventions and protectable creations as well as their results, insofar as they arise from the Order, shall belong to the Buyer unless the Seller establishes that all INTELLECTUAL PROPERTY which may subsist in they arise from the CONTRACTOR’S DOCUMENTS are now Seller's sole inventive capacity, and were developed independently of the Order. 7.4 Where the Seller has (or will acquire) any Intellectual Property Rights in respect of the Goods, or any software relating thereto, it shall be on their creation) vested in grant to the CONTRACTOR (or that the CONTRACTOR has or shall then have Buyer a suitable perpetual, non- exclusive licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured Goods for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS purpose for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged they were ordered by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Buyer. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 13.1 Unless otherwise specified in the PARTIESCall-Off Contract: the Buyer will not have any right to the Intellectual Property Rights (IPRs) of the Supplier or its licensors, including the Supplier Background IPRs and any IPRs in the Supplier Software. the Crown may publish any Deliverable that is software as open source. the Supplier will not, without prior written approval from the Buyer, include any Supplier Background IPR or third party IPR in any Deliverable in such a way to prevent its publication; and failure to seek prior approval gives the Buyer right and freedom to use all Deliverables. the Supplier will not have any right to the Intellectual Property Rights of the Buyer or its licensors, including: the Buyer Background IPRs; the Project-Specific IPRs; IPRs in the Buyer Data. 13.2 Where either Party acquires, by operation of Law, right to IPRs that is inconsistent with the allocation of rights set out above, it will assign in writing such IPRs as it has acquired to the other Party on the request of the other Party (whenever the request is made). 13.3 Except where necessary for the performance of the Call-Off Contract (and only where the Buyer has given its prior approval), the CONTRACTOR shall retain Supplier will not use or disclose any of the INTELLECTUAL PROPERTY in Buyer Background IPRs, Buyer Data or the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Project-Specific IPRs to or for the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights benefit of any third party. 17.2 13.4 The CONTRACTOR shall Supplier will not include any Supplier Background IPRs or third-party IPRs in any release or Deliverable that is to be deemed assigned to the Buyer under the Call-Off Contract, without approval from the Buyer. 13.5 The Supplier will grant the Buyer (by signing the CONTRACTand any replacement Supplier) to give to or have procured for the COMPANY a perpetual, transferable, sub-licensable, non-terminable transferable non-exclusive exclusive, royalty-free licence to copy, modify, disclose and use the Supplier Background IPRs for any purpose connected with the receipt of the Services that is additional to the rights granted to the Buyer under the Call-Off Contract and communicate to enable the CONTRACTOR’S DOCUMENTSBuyer: to receive the Services; to make use of the Services provided by the replacement Supplier; and to use any Deliverables. 13.6 The Buyer grants the Supplier a non-exclusive, including making non-assignable, royalty-free licence to use the Buyer Background IPRs, the Buyer Data and using modifications the Project-Specific IPRs during the term of them with the Call-Off Contract for the sole purpose of enabling the Supplier to provide the Services. 13.7 The Buyer gives no warranty as to the suitability of any IPRs licensed to the Supplier hereunder. Any such licence: may include the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) licences to Subcontractors engaged in providing any of the Services (or part thereof) provided that any such Subcontractor has entered into a confidentiality undertaking with the Supplier on the same terms as in clause 11 (Confidentiality) and that any such subcontracts will be non-transferable and personal to the relevant parts Subcontractor; and is granted solely to the extent necessary for the provision of the PROJECT;Services in accordance with the Call-Off Contract. The Supplier will ensure that the Subcontractors do not use the licensed materials for any other purpose. 13.8 At the end of the term of the Call-Off Contract, the Buyer grants to the Supplier a licence to use the Project-Specific IPRs (bexcluding any information which is the Buyer’s Confidential Information or which is subject to the Data Protection Legislation) entitle on the terms of the Open Government Licence v3.0. 13.9 Subject to the above Clause, the Supplier will ensure that no unlicensed software or open source software (other than the open source software specified by the Buyer) is interfaced with or embedded within any person Buyer Software or Deliverable. 13.10 Before using any third-party IPRs related to the supply of the Services, the Supplier will submit to the Buyer for approval, all details of any third-party IPRs the Buyer requests. 13.11 Where the Supplier is granted permission to use third-party IPRs in a request for approval, the Supplier will ensure that the owner of such third-party IPRs grants to the Buyer a licence on the terms informed to the Buyer in the request for approval. 13.12 If the third-party IPR is made available on terms equivalent to the Open Government Licence v3.0, the request for approval will be agreed and the Supplier will buy licences under these terms. If not, and the Buyer rejects the Request for Approval, then the Call-Off Contract will need to be varied in accordance with Clause 30 ‘Changes to Services’. 13.13 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all losses which it may incur at any time as a result of any claim (whether actual alleged asserted and/or substantiated and including third party claims) that the rights granted to the Buyer in accordance with the Call-Off Contract or the performance by the Supplier of the provision of the Services or the possession or use by the Buyer of the Services or Deliverables delivered by the Supplier, including the publication of any Deliverable that is software as open source, infringes or allegedly infringes a third party’s Intellectual Property Rights (an ‘IPR Claim’). 13.14 Clause 13.13 will not apply if the IPR Claim arises from: designs supplied by the Buyer; the use of data supplied by the Buyer which is not required to be verified by the Supplier under any provision of the Call-Off Contract; or other material provided by the Buyer necessary for the provision of the Services. 13.15 The indemnity given in Clause 13.13 will be uncapped. 13.16 The Buyer will notify the Supplier in writing of the IPR Claim made against the Buyer and the Buyer will not make any admissions which may be prejudicial to the defence or settlement of the IPR Claim. The Supplier will at its own expense conduct all negotiations and any litigation arising in connection with the IPR Claim provided always that the Supplier: consults the Buyer on all substantive issues which arise during the conduct of such litigation and negotiations; takes due and proper possession account of the interests of the Buyer; considers and defends the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Buyer into disrepute; and does not settle or compromise the IPR Claim without the prior approval of the Buyer (such decision not to be unreasonably withheld or delayed). 13.17 If an IPR Claim is made (or in the reasonable opinion of the Supplier is likely to be made) in connection with the Call-Off Contract, the Supplier will, at the Supplier’s own expense and subject to the prompt approval of the Buyer, use its best endeavours to: modify the relevant part of the PROJECT Services or Deliverables without reducing their functionality or performance, or substitute Services or Deliverables of equivalent functionality or performance, to copyavoid the infringement or the alleged infringement, provided that there is no additional cost or burden to the Buyer; buy a licence to use and communicate supply the CONTRACTOR’S DOCUMENTS for Services or Deliverables, which are the purposes subject of completingthe alleged infringement, operating, maintaining, altering, adjusting, repairing on terms which are acceptable to the Buyer; and decommissioning promptly perform any responsibilities and obligations to do with the PROJECT; andCall-Off Contract. 13.18 If an IPR Claim is made (c) or in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary of the Supplier is likely to achieve be made) against the intent Supplier, the Supplier will immediately notify the Buyer in writing. 13.19 If the Supplier does not comply with provisions of this Clause 17.2within 20 Working Days of receipt of notification by the Supplier from the Buyer under clause 13.16 or receipt of the notification by the Buyer from the Supplier under clause 13.18 (as appropriate), the Buyer may terminate the Call-Off Contract for Material Breach and the Supplier will, on demand, refund the Buyer with all monies paid for the Service or Deliverable that is subject to the IPR Claim. 17.3 13.20 The CONTRACTOR hereby waivesSupplier will have no rights to use any of the Buyer’s names, logos or trademarks without the Buyer’s prior written approval. 13.21 The Supplier will, as an enduring obligation throughout the term of the Call-Off Contract where any software is used in the provision of the Services or information uploaded, interfaced or exchanged with the CCS or Buyer systems, use software and the most up-to-date antivirus definitions from an industry-accepted antivirus software vendor. It will use the software to check for, contain the spread of, and shall procure that each minimise the impact of its SUBCONTRACTOR waiveMalicious Software (or as otherwise agreed between CCS or the Buyer, any rights it may have under Chapter IV (Moral Rights) of Part I and the Supplier). 13.22 If Malicious Software is found, the Supplier will co-operate with the Buyer to reduce the effect of the Copyright Designs Malicious Software. If Malicious Software causes loss of operational efficiency or loss or corruption of Buyer Data, the Supplier will use all reasonable endeavours to help the Buyer to mitigate any losses and Patents Xxx 0000 and any foreign corresponding rights in restore the CONTRACTOR’S DOCUMENTSprovision of the Services to the desired operating efficiency as soon as possible. 17.4 The CONTRACTOR’S DOCUMENTS 13.23 Any costs arising from the actions of the Buyer or Supplier taken in compliance with the provisions of the above clause, and other design documents made clause 20.3, will be dealt with by (the Buyer and the Supplier as follows: by the Supplier, where the Malicious Software originates from the Supplier Software or on behalf of) the Contractor Buyer Data while the Buyer Data was under the control of the Supplier, unless the Supplier can demonstrate that such Malicious Software was present and not quarantined or otherwise identified by the Buyer when provided to the Supplier. by the Buyer if the Malicious Software originates from the Buyer Software or the Buyer Data, while the Buyer Data was under the control of the Buyer. 13.24 All Deliverables that are software shall notbe created in a format, without or able to be converted into a format, which is suitable for publication by the Contractor's consentBuyer as open source software, be usedunless otherwise agreed by the Buyer. 13.25 Where Deliverables that are software are written in a format that requires conversion before publication as open source software, copied or communicated the Supplier shall also provide the converted format to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-ClauseAuthority unless the Authority agrees in advance in writing that the converted format is not required.

Intellectual Property Rights. 17.1 As between Allocation of title to IPR Save as granted under this Framework Agreement, neither Party shall acquire any right, title or interest in or to the PARTIESIntellectual Property Rights of the other Party. Where either Party acquires, by operation of Law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in Clause 25.1.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). Subject to Clauses 25.1.4, neither Party shall have any right to use any of the other Party's names, logos or trademarks on any of its products or services without the other Party's prior written consent. Subject to full compliance with the Branding Guidance, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or Supplier shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence entitled to use the same Authority’s logo exclusively in connection with the provision of the Services during the Framework Period and to grant for no other purpose. IPR Indemnity The Supplier shall ensure and procure that the licence referred to in this Clause) availability, provision and use of the Services and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in performance of the CONTRACTOR’S DOCUMENTS do Supplier's responsibilities and obligations hereunder shall not infringe the intellectual property rights any Intellectual Property Rights of any third party. 17.2 . The CONTRACTOR Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be deemed paid by the Authority (by signing whether before or after the CONTRACTmaking of the demand pursuant to the indemnity hereunder) to give to arising from an IPR Claim. If an IPR Claim is made, or have procured the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with Authority the right to grant subcontinue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-licences. This licence shall: (a) apply throughout infringing substitutes provided that: the actual or intended working life (whichever is longer) performance and functionality of the relevant parts replaced or modified item is at least equivalent to the performance and functionality of the PROJECT; (boriginal item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the Authority; and the terms and conditions of this Framework Agreement shall apply to the replaced or modified Services. If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a) entitle any person or to modify or replace an item pursuant to Clause 25.2.3(b), but this has not avoided or resolved the IPR Claim, then: the Authority may terminate this Framework Agreement by written notice with immediate effect; and without prejudice to the indemnity set out in proper possession Clause 25.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the relevant part substitute items and/or services including the additional costs of procuring, implementing and maintaining the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2substitute items. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between WCP agrees to, and hereby does, assign to HDD 100% of its right, title and interest in any and all intellectual property rights associated with the PARTIESWine Wrap invention worldwide to HDD, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY including but not limited to any patents, copyrights, trademarks and/or trade dress, including all associated goodwill, existing now or in the CONTRACTOR’S DOCUMENTSfuture, relating to the Wine Wrap invention, for the entire term(s) of any such intellectual property rights, including reissues or extensions that may issue from foreign applications, divisions, continuations in whole or part or substitute applications filed claiming the benefit of the intellectual property. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist right, title and interest conveyed in this Assignment is to be held and enjoyed by HDD and HDD's successors as fully and exclusively as it would have been held and enjoyed by WCP had this assignment not been made. At HDD's reasonable expense, WCP further agrees to: (a) cooperate with HDD in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe protection of the intellectual property rights and prosecution and protection of foreign counterparts; (b) execute, verify, acknowledge and deliver all such further papers, including patent applications and instruments of transfer; and (c) perform such other acts as HDD lawfully may request to obtain or maintain the patent, trademark, copyright and/or trade dress and any third party. 17.2 The CONTRACTOR and all applications and registrations for the invention in any and all countries. This assignment includes all intellectual property that WCP possesses in and to the Wine Wrap including, without limitation, its drawings, designs, specifications, developments, prototypes, and all other information in any form of media concerning the Wine Wrap jointly developed by WCP. HDD will exercise reasonable due diligence to file one or more patent applications and one or more trademark applications to further protect its intellectual property rights in the Wine Wrap, all at the expense of HDD. WCP shall reasonably cooperate with HDD at HDD's expense in executing such forms of assignment, affidavits or other documents as may be reasonably helpful to HDD in filing for patent and/or trademark registrations for the Wine Wrap. If, during the term of this Agreement, the Wine Wrap is modified or substantially altered, then: (i) such modifications or alterations shall be deemed the intellectual property of HDD; (by signing the CONTRACTii) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copyHDD may in its sole discretion, use and communicate the CONTRACTOR’S DOCUMENTSat its expense, including making and using modifications of them file, if reasonably necessary, with the right appropriate governmental agencies, applications to grant sub-licences. This licence shall: (a) apply throughout protect the actual or intended working life (whichever is longer) intellectual property of the relevant parts Wine Wrap as so modified or altered, at HDD's expense; (iii) WCP shall cooperate reasonably with HDD at HDD's expense in executing such forms of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copyassignment, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and affidavits or other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve support such applications; and (iv) any such modified or altered Wine Wraps shall be deemed within the intent scope of this Clause 17.2Agreement. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 12.1 The Intellectual Property Rights in and to the PARTIESEquifax Software, the CONTRACTOR Pre-Existing Materials, the Equifax Data, the Delivery Mechanism, the Deliverables and any Output Data are owned by (or licensed by a third party to) Equifax and shall retain remain owned by (or so licensed to) Equifax. 12.2 Subject to the INTELLECTUAL PROPERTY Customer, and where relevant any Group Participants, complying and continuing at all times to comply with any conditions of the grant of licence set out in the CONTRACTOR’S DOCUMENTSrelevant Statement of Work, as from the Launch Date under each Statement of Work Equifax grants to the Customer, and where relevant any Group Participants, a non-exclusive, revocable (subject to Clause 19.4), non-transferable licence to Use the Information Services, Deliverables and Output Data solely for the Permitted Purposes. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which Third party contractors or consultants of the Customer or a Group Participant may subsist only use the Information Services, Output Data and any Deliverables with the prior written consent of Equifax. 12.3 Neither the Customer nor any Group Participant shall, other than as set out in this Agreement or a Statement of Work, acquire any proprietary right, title or interest in or to any Intellectual Property Rights in the CONTRACTOR’S DOCUMENTS are now (Equifax Software, the Pre-Existing Materials the Equifax Data, the Deliverables or shall be on their creation) vested in the CONTRACTOR (or Output Data. 12.4 Subject to clause 17, Equifax indemnifies the Customer for any Losses incurred by the Customer and arising from a claim by a third party alleging that the CONTRACTOR has or shall then have a suitable licence to use of the same and to grant the licence referred to in this Clause) Information Services and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Output Data as permitted by this Agreement infringes the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights Intellectual Property Rights of any such third party. 17.2 The CONTRACTOR 12.5 This indemnity shall be deemed (not apply if the cause of the infringement is as a result of: 12.5.1 information, documentation or other materials supplied by signing the CONTRACT) to give to Customer or have procured a Group Participant; 12.5.2 the Customer's/Group Participants' actions or omissions; or 12.5.3 the Customer's or a Group Participant's use of the Information Services, the Output Data or any Deliverables other than for the COMPANY Permitted Purposes, Equifax's instructions or any permitted usage set out in the Statement of Work. 12.6 If a non-terminable transferable non-exclusive royalty-free licence claim is raised, or in the reasonable opinion of Equifax is likely to copybe raised, use and communicate Equifax at its own expense shall have the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with option of: 12.6.1 procuring for the Customer/the Group Participants the right to grant sub-licences. This licence shall:continue to use the Information Services/Output Data/Deliverable free from infringement or allegations of infringement; or (a) apply throughout 12.6.2 modifying or replacing the actual infringing part, provided always that such modification or intended working life (whichever is longer) replacement shall have no material adverse effect on the Information Services or the use of the relevant parts Output Data or Deliverable; or 12.6.3 refunding all sums already paid by the Customer for the infringing element of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Information Services/Output Data/Deliverables. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 3.1 CERES agrees to prepare and file, or have prepared and filed, any and all applications for plant variety rights or other forms of intellectual property protection, including utility patents, for the PARTIESLICENSED VARIETY in the United States. Applications for intellectual property protection, whether plant variety rights and/or patents, shall be filed in the CONTRACTOR name of NOBLE and/or UGARF. At CERES’ discretion, plant variety rights and/or other forms of intellectual property protection may be filed in any other jurisdiction. 3.1.1 If CERES intends to abandon any plant variety rights, pending or granted in any jurisdiction, CERES shall retain first give sufficient written notice (at least ninety (90) days) to NOBLE to permit NOBLE the opportunity to assume such filing, examination and/or maintenance without prejudice and Paragraph 2.10 of the MRA will apply. 3.1.2 Any application for plant variety rights shall reflect the COMMERCIAL NAME of the LICENSED VARIETY (Paragraph 5). 3.2 CERES and NOBLE will consult with regard to INTELLECTUAL PROPERTY RIGHTS. 3.3 The obligations of this paragraph shall not apply to any jurisdictions in which CERES has elected not to apply for intellectual property protection: 3.3.1 CERES and NOBLE shall avoid carrying out any act that would prejudice the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all grant of INTELLECTUAL PROPERTY which may subsist RIGHTS. Without limitation, neither party shall make available reproductive material of the LICENSED VARIETY at a date or in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or a manner that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with might jeopardize the right to grant sub-licences. This licence shall:seek INTELLECTUAL PROPERTY RIGHTS protection for the LICENSED VARIETY. (a) apply throughout the actual 3.3.2 CERES, whether directly or intended working life (whichever is longer) through any SUBLICENSEE, shall not sell any seeds of the relevant parts LICENSED VARIETY until such time as the requirements for INTELLECTUAL PROPERTY RIGHTS have been established. 3.3.3 The provisions of this Paragraph 3.3 shall not restrict or otherwise penalize any Disclosure authorized pursuant to Paragraph 11.4 of this Agreement. 3.4 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the PROJECT; (b) entitle LICENSED TERRITORY in which INTELLECTUAL PROPERTY RIGHTS exist that all bags or containers supplied by CERES and any person in proper possession SUBLICENSEE containing only seed of the relevant part of LICENSED VARIETY are clearly labeled to show that the PROJECT to copy, use packaged LICENSED VARIETY is covered and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged protected by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2INTELLECTUAL PROPERTY RIGHTS. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES12.1 SMSB herewith reserves all rights, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY title and interest in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any including but not limited to patents, trademarks and/or copyrights (“Intellectual Property Rights” or “IPR”) pertaining to its cost estimates, drawings and other documents (hereinafter referred to as “Documents”). The Documents shall not be made accessible to third partyparties without SMSB’s prior consent and shall, upon request, be returned without undue delay to SMSB if the Contract is not awarded to SMSB. Sentences 1 and 2 shall apply mutatis mutandis to the Customer’s Documents; these may, however, be made accessible to those third parties to whom SMSB has rightfully subcontracted the Supplies. 17.2 The CONTRACTOR 12.2 Unless otherwise agreed, SMSB shall provide the Supplies free from third parties’ IPR with respect to the country of the place of delivery only. 12.3 If a third party asserts a justified claim against the Customer based on an infringement of an IPR by the Supplies made by SMSB and used in conformity with the Contract, SMSB shall only be deemed liable to the Customer as follows:- (by signing the CONTRACTa) SMSB shall choose, at its own election and expense, whether to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with acquire the right to grant sub-licences(i) use the IPR with respect to the Supplies concerned; or (ii) modify the Supplies such that they no longer infringe the IPR; or (iii) replace them. This licence shallSMSB shall be given the opportunity to rectify the defective title within a reasonable period of time. (b) The obligations of SMSB under this Section 12.3 shall apply only if the Customer (i) immediately notifies SMSB of any such claim asserted by the third party in written form, and (ii) does not concede or acknowledge the existence of an infringement and (iii) leaves any protective measures/defence and settlement negotiations to SMSB’s sole discretion. If the Customer stops using the Supplies in order to reduce the damage or for other reasons, it shall be obliged to make clear in writing to the third party that no acknowledgement of the alleged infringement may be inferred from the fact that the use has been discontinued. 12.4 Claims of the Customer shall be excluded if: (a) apply throughout Customer (including its agents, employees or contractors) is responsible for the actual or intended working life (whichever is longer) infringement of the relevant parts of the PROJECT;an IPR; or (b) entitle any person in proper possession the infringement of the relevant part of IPR is caused by specifications made by the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTCustomer; andor (c) in the case infringement of CONTRACTOR’S DOCUMENTS which are in the form IPR is caused by a type of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged not foreseeable by SMSB or by the CONTRACT, including replacements of Supplies (or any computers supplied part thereof) being modified by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Customer or being used together with products not provided by SMSB. 17.3 The CONTRACTOR hereby waives, 12.5 This Section sets forth SMSB’s entire liability for infringement of third party IPR. Any further rights and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I remedies of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights Customer (including right to claim damages) for whatever reason (whether in contract, tort including negligence, willful default or otherwise) resulting in whatsoever losses or claims of the CONTRACTOR’S DOCUMENTSCustomer against SMSB or its agents shall be excluded. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR ‌ (a) Subcontractor warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (Work performed or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in delivered under this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do Subcontract will not infringe or otherwise violate the intellectual property rights of any third party. 17.2 The CONTRACTOR party in the United States or any foreign country. Except to the extent that the U.S. Government assumes liability therefor, Subcontractor shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copydefend, use indemnify, and communicate the CONTRACTOR’S DOCUMENTShold harmless Chemonics and its clients from and against any claims, damages, losses, costs, and expenses, including making and using modifications reasonable attorneys’ fees, arising out of them with any action by a third party that is based upon a claim that the right to grant sub-licencesWork performed or delivered under this Subcontract infringes or otherwise violates the intellectual property rights of any person or entity. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) indemnity and hold harmless shall not be considered an allowable cost under any provisions of the relevant parts of the PROJECT;this Subcontract except with regard to allowable insurance costs. (b) entitle Subcontractor’s obligation to defend, indemnify, and hold harmless Chemonics and its customers under Paragraph (a) above shall not apply to the extent FAR 52.227-1 "Authorization and Consent" applies to Chemonics’ Prime Contract for infringement of a U.S. patent and Chemonics and its clients are not subject to any person in proper possession of the relevant part of the PROJECT to copyactions for claims, use damages, losses, costs, and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completingexpenses, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; andincluding reasonable attorneys’ fees by a third party. (c) In addition to any other allocation of rights in data and inventions set forth in this agreement, Subcontractor agrees that Chemonics, in the case performance of CONTRACTOR’S DOCUMENTS which are in its prime or higher tier contract obligations (including obligations of follow-on contracts or contracts for subsequent phases of the form of computer programs same program), shall have under this agreement an unlimited, irrevocable, paid-up, royalty-free right to make, have made, sell, offer for sale, use, execute, reproduce, display, perform, distribute (internally or externally) copies of, and other softwareprepare derivative works, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes authorize others to do any, some or all such acts of the foregoing, any and execute such documents all, inventions, discoveries, improvements, mask works and patents as the COMPANY may reasonably require which the COMPANY well as any and all data, copyrights, reports, and works of authorship, conceived, developed, generated or delivered in the COMPANY’s reasonable opinion considers necessary to achieve the intent performance of this Clause 17.2Contract. 17.3 (d) The CONTRACTOR hereby waivestangible medium storing all reports, memoranda or other materials in written form including machine readable form, prepared by Subcontractor and furnished to Chemonics pursuant to this Subcontract shall procure that each become the sole property of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSChemonics. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES(a) Except as otherwise provided in this Article 17, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY all Developed Materials provided by Contractor under this Contract, together with all Intellectual Property Rights in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR such Developed Materials, shall be deemed (by signing to be works made for hire as defined in 17 U.S.C. Section 101 of the CONTRACT) to give to or have procured for United States Copyright Act of 1976, as amended. Owner shall be deemed the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copyauthor of such Developed Materials and shall own all right, use title and communicate interest in and too all Intellectual Property Rights in the CONTRACTOR’S DOCUMENTSDeveloped Materials, including making and using modifications of them with the right to grant subuse, adapt and change said Developed Materials and to prepare derivative works therefrom. To the extent any Developed Materials are deemed to not be works made for hire, except as otherwise provided in paragraphs (b) and (c) below, this Contract shall constitute an irrevocable, fully paid-licencesup, perpetual, worldwide assignment by Contractor to Owner of Contractor's rights in the ownership of, and all Intellectual Property Rights in, such Developed Materials, and Owner shall have the right to obtain and hold in its own name all Copyright Rights and similar protections that may be available in such works. This licence shall: Contractor agrees to give Owner or its designee, at Owner's expense, all assistance reasonably required to perfect such rights. Except as otherwise provided in paragraph (ab) apply throughout below, in the actual event Contractor utilizes Subcontractors in performing Work for Owner, Contractor shall use commercially reasonable efforts to obtain for Owner, ownership of, and all Intellectual Property Rights in, the Developed Materials developed or intended working life (whichever is longer) of the relevant parts of the PROJECT;produced by any Subcontractor. (b) entitle any person in proper possession The Parties acknowledge that various Subcontractors preparing site specific drawings may not normally convey full ownership of the relevant part of the PROJECT to copytheir work (e.g., use architectural & engineering drawings, environmental reports, title reports and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completingtitle surveys, operatingland surveys, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and etc.) (ccollectively "Site Specific Drawings") in the case normal course of CONTRACTOR’S DOCUMENTS which business. With respect to these items, Contractor shall convey to Owner all rights that are provided by the Subcontractor in connection with its products or services, including Site Specific Drawings. At a minimum, however, Contractor shall convey to Owner a fully paid-up, perpetual, non-terminable royalty-free license to use all Site Specific Drawings prepared by Subcontractors for the Project. Contractor will not retain or obtain in the form future any Intellectual Property Rights with respect to the Site Specific Drawings developed under this Contract. Subject to Article 20.3 (Indemnification Procedures), Owner agrees to indemnify Contractor and the A&E Subcontractors from any Losses arising out of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by Site-Specific Drawings beyond the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent scope of this Clause 17.2their intended purpose. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 12.1 The CONTRACTOR hereby assigns (and will procure the PARTIESassignment) with full title guarantee to the CPS all INTELLECTUAL PROPERTY RIGHTS owned by the CONTRACTOR or any SUB-CONTRACTOR in all DATA, reports, drawings, specifications, designs, inventions, plans, programs or other material to be produced by the CONTRACTOR or acquired by the CPS in the course of the performance of the PROJECT (the “DOCUMENTATION”) and any other material which is generated by the CONTRACTOR or any SUB-CONTRACTOR in the performance of the PROJECT (together, in this Condition, the “PROJECT MATERIAL”) and waives (and shall procure the waiver of) all moral rights relating to the PROJECT MATERIAL. The CONTRACTOR shall not (and shall procure that no SUB-CONTRACTOR shall) reproduce, publish or supply any PROJECT MATERIAL to any PERSON other than the CPS without prior consent of the CPS in writing. 12.2 In performing the PROJECT the CONTRACTOR shall retain obtain the prior consent of the CPS in writing before utilising any material, which is or may be subject to any INTELLECTUAL PROPERTY RIGHTS of the CPS or any third parties and shall procure in favour of the CPS any necessary licences relative thereto. 12.3 The CONTRACTOR shall indemnify the CPS against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of:- 12.3.1 any claim that the PROJECT infringes any INTELLECTUAL PROPERTY RIGHT of any third parties; and 12.3.2 any breach by the CONTRACTOR of this Condition. 12.4 The CPS shall promptly notify the CONTRACTOR if any claim is made against the CPS to which Condition 12.3 may apply. 12.5 The CPS shall indemnify the CONTRACTOR against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any claim that any material provided to the CONTRACTOR by the CPS for the purposes of the PROJECT infringes any INTELLECTUAL PROPERTY RIGHT of any third party, provided always that the same have been utilised by the CONTRACTOR solely for the purposes of carrying out its obligations under this CONTRACT. 12.6 The CONTRACTOR shall promptly notify the CPS if any claim is made against the CONTRACTOR to which Condition 12.5 may apply. 12.7 Where a party (“the INDEMNIFIED PARTY”) makes a claim under the indemnities in Conditions 12.3 or 12.5 against the other (“the PAYING PARTY”), the PAYING PARTY shall be entitled to conduct the defence of such claim including defending any proceedings and the INDEMNIFIED PARTY shall not without the consent of the PAYING PARTY make any admissions or offers of settlement in relation to such claim and shall at the PAYING PARTY’s cost offer all reasonable assistance to the PAYING PARTY in the CONTRACTOR’S DOCUMENTS. defence of such claim. 12.8 The CONTRACTOR warrants will sign such documents and do all such things as may be necessary to vest in the CPS INTELLECTUAL PROPERTY RIGHTS in the PROJECT MATERIALS and to protect, defend and enforce such rights. 12.9 The CONTRACTOR acknowledges that the DATA of the CPS is the property of the CPS and the CPS hereby reserves all INTELLECTUAL PROPERTY RIGHTS which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 DATA. The CONTRACTOR shall be deemed (by signing not delete or remove any copyright notices contained within or relating to the CONTRACT) to give to DATA. 12.10 This Condition shall survive the expiry or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent termination of this Clause 17.2CONTRACT howsoever arising. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between Licensee shall only hold those rights to the PARTIESSoftware that are expressly described in Section 2 of this License Agreement. Any other rights with regard to the Software, including without limitation, ownership rights and patent, copyright, trademark, trade secret and other intellectual property rights, shall remain the sole property of Licensor. Licensee will not remove from the Software any references to copyrights, trademarks or other ownership rights, or cover up or alter any such references. Licensee will take all reasonable steps to prevent any unauthorized use, reproduction, sale, or publication of the Software or the unauthorized provision of access thereto. Licensee will indemnify and hold harmless Licensor from any losses, damages, claims and expenses (including, without limitation, reasonable legal expenses) relating to any infringement of the rights of Licensor caused by Licensee, Licensee’s breach of this License Agreement or Licensee’s use of the Software in a manner not authorized under this license agreement. In the event that, in the sole opinion of Licensor, the CONTRACTOR shall retain valid, unmodified version of the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not Software could infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR parties, it shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-at its own exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: discretion (a) apply throughout either obtain authorization from such third party for the actual or intended working life (whichever is longer) continued use of the relevant parts of the PROJECT; Software by Licensee, (b) entitle any person in proper possession of replace the relevant part of the PROJECT to copySoftware, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) modify it in such a manner that there is no longer any infringement of intellectual property rights, or (d) if the case foregoing measures are not within the bounds of CONTRACTOR’S DOCUMENTS which are in what is reasonably possible, terminate this Agreement effective immediately and refund to Licensee a portion of the form license fees paid (after deduction of computer programs and other softwarean appropriate payment for the use already made of the Software by Licensee). Notwithstanding the foregoing, permit their use on any computer Licensor shall be relieved of its obligations under the prior two paragraphs of this Section 4 if the infringement claim is based on the WORKSITE allegation or fact that the Software (a) has been modified by Licensee, or (b) is being used with other programs or data and other places as envisaged by the CONTRACT, including replacements such combination has led to an infringement of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by right, (c) has been used on a computer facility other than the Specified Computer Facility, or on behalf of(d) the Employer for purposes has been used and operated under conditions other than those permitted under this Sub-Clausespecified in the Product description.

Intellectual Property Rights. 17.1 As between 13.1 The Customer acknowledges that the PARTIESProduct, and all Intellectual Property Rights, therein are either owned by VUCITY or obtained under licence granted to VUCITY, and that the Customer shall have no right in or to the Product other than the right to use it in accordance with the terms of this Agreement. 13.2 VUCITY undertakes at its own expense to defend the Customer or at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Product (or any part thereof) in accordance with the terms of this Agreement infringes the UK Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a reason of or in connection with any such Claim. For the avoidance of doubt, this clause shall not apply where the Claim in question is attributable to: 13.2.1 possession or use of the Product (or any part thereof) by the Customer other than in accordance with the terms of this Agreement; 13.2.2 use of the Product in combination with any hardware or software not supplied or specified by VUCITY if the infringement would have been avoided by the use of the Product not so combined; or 13.2.3 use of a non-current release of the Product; 13.3 If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, VUCITY's obligations under clause 13.2 above are conditional on the Customer: 13.3.1 as soon as reasonably practicable, giving written notice of the Claim to VUCITY, specifying the nature of the Claim in reasonable detail; 13.3.2 not making any admission or liability, agreement or compromise in relation to the Claim without prior written consent of VUCITY (such consent not to be unreasonably conditioned, withheld or delayed); 13.3.3 giving VUCITY and its professional advisors access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents, and records within the control of the Customer, so as to enable VUCITY and its professional advisors to examine them and to take copies for the purpose of assessing the Claim; and 13.3.4 subject to VUCITY providing security to the Customer, to the Customer's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as VUCITY may reasonably request to avoid, dispute, compromise or defend the Claim. 13.4 If any Claim is made, or in VUCITY's opinion is likely to be made against the Customer, VUCITY may at its sole option and expense: 13.4.1 procure for the Customer the right to continue to use the Product or any part thereof in accordance with the terms of this Agreement; 13.4.2 modify the Product so that it ceases to be infringing; 13.4.3 replace the Product with a non-infringing product; or 13.4.4 terminate this Agreement immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Product to the date of termination) on return of the Product and all copies thereof, provided that if VUCITY modifies or replaces the Product, the CONTRACTOR modified or replacement Product must comply with the warranties contained clause 10 and the Customer shall retain have the INTELLECTUAL PROPERTY same rights in respect thereof. 13.5 This clause 13 constitutes the CONTRACTOR’S DOCUMENTS. Customer's exclusive remedy and VUCITY's only liability in respect of Claims. 13.6 The CONTRACTOR warrants Customer acknowledges that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (VUCITY owns or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use and sublicense the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist Trade Marks. Any reputation or goodwill in the CONTRACTOR’S DOCUMENTS do Trade Marks shall accrue to the respective owners of the trade marks. The Customer shall not infringe use (other than in relation to the intellectual property rights of Product) nor seek to register any third party. 17.2 The CONTRACTOR shall be deemed trade mark or trade name (by signing the CONTRACTincluding any company name) to give which is identical to or have procured for confusingly similar with, or incorporates the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copyTrade Marks, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person other trade mark or trade name in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) which VUCITY claims rights anywhere in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2world. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 3.1 CERES agrees to prepare and file, or have prepared and filed, any and all applications for plant variety rights or other forms of intellectual property protection, including utility patents, for the PARTIESLICENSED VARIETIES in the United States. Applications for intellectual property protection, whether plant variety rights and/or patents, shall be filed in the CONTRACTOR name of NOBLE and/or UGARF. At CERES’ discretion, plant variety rights and/or other forms of intellectual property protection may be filed in any other jurisdiction. 3.1.1 If CERES intends to abandon any plant variety rights, pending or granted in any jurisdiction, CERES shall retain first give sufficient written notice to NOBLE to permit NOBLE the opportunity to assume such filing, examination and/or maintenance without prejudice and Paragraph 2.10 of the MRA will apply. 3.1.2 Any application for plant variety rights shall reflect the COMMERCIAL NAME of the LICENSED VARIETY (Paragraph 5). 3.2 CERES and NOBLE will consult with regard to INTELLECTUAL PROPERTY RIGHTS. 3.3 The obligations of this paragraph shall not apply to any jurisdictions in which CERES has elected not to apply for intellectual property protection: 3.3.1 CERES and NOBLE shall avoid carrying out any act that would prejudice the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all grant of INTELLECTUAL PROPERTY which may subsist RIGHTS. Without limitation, neither party shall make available reproductive material of the LICENSED VARIETY at a date or in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or a manner that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with might jeopardize the right to grant sub-licences. This licence shall:seek INTELLECTUAL PROPERTY RIGHTS protection for the LICENSED VARIETY. (a) apply throughout the actual 3.3.2 CERES, whether directly or intended working life (whichever is longer) through any SUBLICENSEE, shall not sell any seeds of the relevant parts LICENSED VARIETY until such time as the requirements for INTELLECTUAL PROPERTY RIGHTS have been established. 3.3.3 The provisions of this Paragraph 3.3 shall not restrict or otherwise penalize any Disclosure authorized pursuant to Paragraph 11.4 of this Agreement. 3.4 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the PROJECT; (b) entitle LICENSED TERRITORY in which INTELLECTUAL PROPERTY RIGHTS exist that all bags or containers supplied by CERES and any person in proper possession SUBLICENSEE containing only seed of the relevant part of LICENSED VARIETIES are clearly labeled to show that the PROJECT to copy, use packaged LICENSED VARIETY is covered and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged protected by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2INTELLECTUAL PROPERTY RIGHTS. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIESUnless otherwise specified in an Order, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY CSI and Client irrevocably agree that all existing and future Intellectual Property Rights in the CONTRACTOR’S DOCUMENTSManaged Services, Services, and Products and CSI’s Background Intellectual Property will at all times during the continuance of this agreement and following termination vest absolutely in CSI or CSI’s suppliers. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Client grants to CSI a non-exclusive, non- transferable licence to use Client’s Input Material and Client’s Intellectual Property Rights during the CONTRACTOR’S DOCUMENTS are now (term of the agreement for the purpose of: 8.2.1 supplying the Managed Services, Services and/ or shall be on their creation) vested in Products including any Equipment; 8.2.2 complying with any of its obligations under the CONTRACTOR (agreement or that the CONTRACTOR has or shall then have any Order. CSI grants to Client a suitable non-exclusive, non- transferable licence to use the same Equipment and CSI’s Background Intellectual Property for the use of the Managed Services, Services and/ or Products during the continuance of any Order. 8.4.1 keep confidential the other Party’s Input Material save for those parts of the other Party’s Input Material which came into the public domain or the possession of the other Party otherwise than by breach of obligations of confidentiality; 8.4.2 maintain reasonable control over the Party’s Input Material and their location and upon request forthwith produce such record to grant the licence referred other Party; 8.4.3 notify the other Party immediately if it becomes aware of any unauthorised use of the whole or any part of the other Party’s Input Material by any third party; and 8.4.4 without prejudice to the foregoing, take all such other reasonable steps as shall from time to time be necessary to protect the Confidential Information and Intellectual Property Rights of the other Party in this Clause) the other Party’s Input Material at least equal to the steps taken to safeguard their own Confidential Information. Each Party shall inform their respective Personnel that the other Party’s Input Material constitutes Confidential Information of the other Party and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist Intellectual Property Rights therein are the property of the other Party and each Party shall take all reasonable steps as shall be necessary to ensure compliance by its personnel with the provisions of Clause 8.4. Save as expressly set out or contemplated in the CONTRACTOR’S DOCUMENTS do not infringe agreement, neither Party shall be entitled to copy in whole or in part the intellectual property rights other Party’s Input Material and each Party shall ensure where copying is authorised it only copies such Input Material to the extent necessary for the performance of its obligations hereunder. Each Party (the “Indemnifying Party”) will indemnify and hold harmless the other Party (the “Indemnified Party”) from and against any damages and other liabilities (including reasonable costs) that may be awarded or payable by the Indemnified Party to any third party in respect of any claim or action that the use of the Indemnifying Party’s Input Material in accordance with the provisions of the agreement by the Indemnified Party infringes the Intellectual Property Rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing . Where the CONTRACT) Indemnified Party wishes to give rely on the indemnity in Clause 8.7 or Client wishes to or have procured for rely on the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copyindemnity in Clause 8.8, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shallit must: 8.9.1 give notice to the Indemnifying Party/CSI (a) apply throughout the actual or intended working life (whichever is longeras applicable) of the relevant parts any such suspected Intellectual Property Rights Infringement forthwith upon becoming aware of the PROJECTsame; 8.9.2 give the Indemnifying Party/CSI (bas applicable) entitle any person in proper possession the sole conduct of the relevant part defence to any claim or action in respect of an Intellectual Property Rights infringement and not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTIndemnifying Party/CSI (as applicable); and 8.9.3 act in accordance with the reasonable instructions of the Indemnifying Party/CSI (cas applicable) and give to the Indemnifying Party/CSI (as applicable) such assistance as it shall reasonably require in respect of the case conduct of CONTRACTOR’S DOCUMENTS which are in the form said defence, including without prejudice to the generality of computer programs the foregoing the filing of all pleadings and other softwarecourt process and the provision of all relevant documents. Notwithstanding the provisions of Clause 8.9.2, permit their use on the Indemnifying Party/CSI (as applicable) agrees that it shall not dispute the reasonableness of the amount of any computer on the WORKSITE and other places as envisaged settlement of any claim entered into by the CONTRACTIndemnified Party/Client (as applicable) where it has received reasonable notice and has either failed or refused to defend or has denied (or reserved its right to deny) an obligation to defend and indemnify the Indemnified Party/Client (as applicable). Any Party obliged to indemnify the other Party under Clauses 8.7 or 8.8 shall reimburse the other Party its reasonable costs properly incurred in complying with the provisions of Clauses 8.7 or 8.8. Neither Party shall have any liability to the other Party in respect of an Intellectual Property Rights infringement if it results from any breach of the other Party’s obligations under the agreement. In the event of there being an Intellectual Property Rights infringement, including replacements action or claim in respect of the use of either Party’s Input Material, the Party liable to indemnify the other Party under Clauses 8.7 or 8.8 shall be entitled at its own expense and option either to: 8.13.1 procure the right for the other Party to continue using the infringing Party’s Input Materials; or 8.13.2 make alterations, modifications or adjustments to the infringing Party’s Input Materials so that they become non- infringing; or 8.13.3 replace the infringing Party’s Input Material with non-infringing substitutes. If either Party in its reasonable judgement is not able to exercise any computers supplied by of the CONTRACTOR. The CONTRACTOR hereby undertakes options set out in Clause 8.13 within one month of the date it receives notice of an Intellectual Property Rights infringement, action or claim, then without prejudice to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any other rights or remedies it may have under Chapter IV (Moral Rightsthis agreement or other relevant Order, it shall then be entitled to terminate the relevant Order(s) of Part I of under which such infringement has arisen by giving ten Business Days’ notice to the Copyright Designs other Party and Patents Xxx 0000 where there is any related Equipment belonging to CSI, such Equipment may be returned to CSI and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSon delivery to CSI, related monies shall be refunded. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 6.1 You acknowledge that all Intellectual Property Rights (as defined below) in the PARTIESSoftware, the CONTRACTOR shall retain Ancillary Services and the INTELLECTUAL PROPERTY Documents anywhere in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants world belong to us or our licensors, that all INTELLECTUAL PROPERTY which may subsist Intellectual Property Rights in the CONTRACTOR’S DOCUMENTS Software, the Ancillary Services and the Documents are licensed (not sold) to you, and that you have no Intellectual Property Rights in, or to, the Software, the Ancillary Services and the Documents other than the right to use each of them in accordance with the terms of this XXXX. 6.2 You acknowledge that you have no right to: (a) have access to the Software in source-code form; (b) download the Software or a copy of it other than strictly and solely for the Permitted Purpose; or (c) install the Software on any computer or other device other than as an AMI and solely and strictly for the Permitted Purpose. 6.3 In the event of a claim that the Software, the Ancillary Services or the Documents infringes the Intellectual Property Rights of a third party, we may procure the right for you to continue using the Software, or replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably practicable, terminate this XXXX by notice to AWS. If you have an Annual Subscription and this XXXX is so terminated, we shall return to you the relevant proportion of the Subscription Fees calculated on a pro rata basis for the remainder of the year in respect of which the Subscription Fees have been paid. 6.4 In this XXXX Intellectual Property Rights shall mean all patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to xxx for passing off or unfair competition, rights in designs, rights in computer software, website rights, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now (or shall be on their creation) vested in the CONTRACTOR future, in any part of the world. 6.5 You shall defend, indemnify and hold harmless us against all claims, actions, proceedings, losses, damages, expenses and costs (including legal fees) arising out of or that in connection with use of the CONTRACTOR has or shall then have a suitable licence to use Software, the same and to grant the licence referred to in this Clause) Ancillary Services and the CONTRACTOR warrants Documents by you or any other User in breach of this XXXX. 6.6 Provided that you comply with clause 6.7, we shall indemnify you and, at our option and as set out in 6.7(d), defend you against: (a) any direct damages finally awarded to a third party by a court of competent jurisdiction (after all INTELLECTUAL PROPERTY which may subsist appeals have been exhausted) or agreed by us in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights settlement of any third party claim made against you arising out of actual or alleged infringement of a third party's Intellectual Property Rights arising out of your use of the Software in accordance with this XXXX (Claim); and (b) all reasonably and properly incurred legal and other professional costs and expenses suffered or incurred by you directly in connection with defending or assisting us with defence of such Claim. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) 6.7 If any third party makes a Claim, or notifies you of an intention to give to or have procured for the COMPANY make a non-terminable transferable non-exclusive royalty-free licence to copyClaim, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence you shall: (a) apply throughout the actual or intended working life (whichever is longer) as soon as reasonably practicable, give written notice of the relevant parts Claim to us, specifying the nature of the PROJECTClaim in reasonable detail; (b) entitle not make any person admission of liability, agreement or compromise in proper possession relation to the Claim without our prior written consent; (c) give such assistance and cooperation to us and our professional advisers that we or they may reasonably require, including by giving such access to documents, personnel, and information that we may reasonably require and promptly providing us with any correspondence or documents received by you in connection with the Claim; (d) take such action as we may reasonably request to avoid, dispute, compromise or defend the Claim and, upon our request, give us the sole conduct of the relevant part of Claim, including sole authority to avoid, dispute, compromise or defend the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTClaim; and (ce) subject to clauses 6.7(a) to 6.7(d), take all reasonable steps to mitigate any loss the you may suffer or incur in the case of CONTRACTOR’S DOCUMENTS connection with any event or circumstance which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated give rise to a third party by (or on behalf of) the Employer for purposes other than those permitted claim under this Sub-Clauseclause 6.6.

Intellectual Property Rights. 17.1 As between Save as granted under this Contract, neither the PARTIESCLIENT nor the SERVICE PROVIDER shall acquire any right, title or interest in the SERVICE PROVIDER’s Pre-Existing Intellectual Property Rights nor in the CLIENT’s Pre-Existing Intellectual Property Rights respectively. All Contract Generated Intellectual Property Rights shall be proprietary to and owned by the CLIENT and the SERVICE PROVIDER shall enter into such documentation and perform such acts as the CLIENT shall request to properly vest such Contract Generated Intellectual Property Rights in the CLIENT. Accordingly the SERVICE PROVIDER hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights. The SERVICE PROVIDER hereby grants to the CLIENT a royalty-free, irrevocable, non-exclusive licence to such of the SERVICE PROVIDER’s Pre-Existing Intellectual Property Rights and for such term as the CLIENT shall require solely for the purposes of this Contract. To the extent that the SERVICE PROVIDER creates any materials (in whatever form or media), including training, marketing, promotional or publicity materials, relating to the provision of the Ordered Services (“Service Materials”) it shall provide copies of all Service Materials to the CLIENT promptly and the SERVICE PROVIDER hereby grants to the CLIENT a royalty free, irrevocable, non-exclusive licence for such term as the CLIENT shall require to use all and any Intellectual Property Rights in the Service Materials as it shall reasonably require with the ability to sub-licence the same. The SERVICE PROVIDER shall procure that the provision of the Ordered Services shall not infringe any Intellectual Property Rights of any third party. The SERVICE PROVIDER shall indemnify the CLIENT 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 availability of the Ordered Services, except to the extent that such liabilities have resulted directly from the CLIENT’s failure properly to observe its obligations under this Clause 15. The SERVICE PROVIDER shall promptly notify the CLIENT if any claim or demand is made or action brought against the SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability of the Ordered Services hereunder. The CLIENT shall promptly notify the SERVICE PROVIDER if any claim or demand is made or action brought against the CLIENT to which Clause 15.6 or Clause 15.7 may apply. The SERVICE PROVIDER shall at its own expense conduct any litigation arising there from and all negotiations in connection therewith and the CLIENT hereby agrees to grant to the SERVICE PROVIDER exclusive control of any such litigation and such negotiations. The CLIENT shall at the request of the SERVICE PROVIDER afford to the SERVICE PROVIDER all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CLIENT to which Clause 15.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 15.7 may apply. The SERVICE PROVIDER shall reimburse the CLIENT for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. The CLIENT 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 15.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 15.7 may apply. If a claim or demand is made or action brought to which Clause 15.6 may apply, or in the reasonable opinion of the SERVICE PROVIDER is likely to be made or brought, the CONTRACTOR SERVICE PROVIDER may at its own expense and within a reasonable time either: modify any or all of Ordered Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the Ordered Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall retain apply mutatis mutandis to such modified or substituted items or services and such substitution shall not increase the INTELLECTUAL PROPERTY in burden on the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (CLIENT such modified or substituted items shall be on their creation) vested in acceptable to the CONTRACTOR (CLIENT, such acceptance not to be unreasonably withheld; or that the CONTRACTOR has or shall then have procure a suitable licence to use the same Ordered Services on terms that are reasonably acceptable to the CLIENT. The foregoing provisions of this Clause 15 shall not apply insofar as any such claim or demand or action is in respect of: any use by the CLIENT of the Ordered Services in combination with any item or service not supplied or approved by the SERVICE PROVIDER where such use of the Ordered Services directly gives rise to the claim, demand or action; or any modification carried out by or on behalf of the CLIENT to any Ordered Service provided under this Contract if such modification is not authorised by the SERVICE PROVIDER in writing; or any use by the CLIENT of the Ordered Services in a manner not reasonably to be inferred from the specification or requirements of the CLIENT. In the event that the SERVICE PROVIDER has availed itself of its rights to modify the Ordered Services or to supply a substitute service or services pursuant to Clause 15.11.1 or to procure a licence under Clause 15.11.2 and such exercise of the said rights has avoided any claim, demand or action for infringement or alleged infringement, then the SERVICE PROVIDER shall have no further liability thereafter under this Clause 15 in respect of the said claim, demand or action. In the event that a modification or substitution in accordance with Clause 15.11.1 above is not possible so as to grant avoid the infringement, or the SERVICE PROVIDER has been unable to procure a licence referred in accordance with Clause 15.11.2: the CLIENT shall be entitled to in terminate this Clause) Contract; and the CONTRACTOR SERVICE PROVIDER shall be liable for the value of the additional costs incurred in implementing and maintaining replacement services. This Clause 15 sets out the entire financial liability of the SERVICE PROVIDER with regard to the infringement of any Intellectual Property Right by the availability of the Ordered Services hereunder. This shall not affect the SERVICE PROVIDER’s financial liability for other Defaults or causes of action that may arise hereunder. The CLIENT warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights SERVICE PROVIDER’s use of any third party. 17.2 The CONTRACTOR shall be deemed (party item supplied directly or indirectly by signing the CONTRACT) to give to or have procured for CLIENT in accordance with any instructions given by the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them CLIENT in connection with the right use of such item shall not cause the SERVICE PROVIDER to grant sub-licencesinfringe any third party’s Intellectual Property Rights in such item. This licence shall: (a) apply throughout Without prejudice to the actual or intended working life (whichever is longer) application of the relevant parts Official Secrets Acts 1911 to 1989 to any Confidential Information, the CLIENT and the SERVICE PROVIDER acknowledge that any Confidential Information originating from: the CLIENT, its servants or agents is the property of the PROJECT; (b) entitle CLIENT; and the SERVICE PROVIDER, its employees, servants or agents is the property of the SERVICE PROVIDER. The SERVICE PROVIDER and the CLIENT shall procure that: any person employed or engaged by them (in proper possession connection with this Contract in the course of the relevant part of the PROJECT to copy, such employment or engagement) shall only use and communicate the CONTRACTOR’S DOCUMENTS Confidential Information for the purposes of completingthis Contract; any person employed or engaged by them in connection with this Contract shall not, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case course of CONTRACTOR’S DOCUMENTS which are in such employment or engagement, disclose any Confidential Information to any third party without the form prior written consent of computer programs the other party; they shall take all necessary precautions to ensure that all Confidential Information is treated as confidential and not disclosed (save as aforesaid) or used other softwarethan for the purposes of this Contract by their employees, permit their servants, agents or Sub-Contractors; and without prejudice to the generality of the foregoing neither the CLIENT nor the SERVICE PROVIDER nor any person engaged by them whether as a servant or a consultant or otherwise shall use on the Confidential Information for the solicitation of business from the other or from any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTORthird party. The CONTRACTOR hereby undertakes provisions of Clause 16.1 and Clause 16.2 shall not apply to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent any information which: is or becomes public knowledge other than by breach of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I 16; or is in the possession of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights recipient without restriction in relation to disclosure before the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (date of receipt from the disclosing party; or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or is independently developed without access to the Confidential Information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Xxx 0000 or the Environmental Information Regulations 2004. is required to be disclosed by a competent regulatory authority (including the Law Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of professional conduct. Nothing in this Clause 16 shall be deemed or construed to prevent the CLIENT from disclosing any Confidential Information obtained from the SERVICE PROVIDER: to any other department, office or agency of Her Majesty’s Government (“Crown Bodies”), provided that the CLIENT has required that such information is treated as confidential by such Crown Bodies and their servants, including requiring servants to enter into a confidentiality agreement on behalf ofsubstantially the same terms as the Model Confidentiality Agreement (1) set out in Schedule 2-10 prior to disclosure of the Employer Confidential Information whereupon the CLIENT shall have no further liability for purposes breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such Confidential Information shall be considered as parties to this Contract within Section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000 for the purpose only of being entitled to further disclose the Confidential Information to other than those permitted under Crown Bodies on such terms; and to any consultant, contractor or other person engaged by the CLIENT in connection herewith, provided that the CLIENT shall have required that such information be treated as confidential by such consultant, contractor or other person, together with their servants, including requiring servants to enter into a confidentiality agreement on substantially the same terms as the Model Confidentiality Agreement (2) set out in Schedule 2-9 prior to disclosure of the Confidential Information whereupon the CLIENT shall have no further liability for breach of confidentiality in respect of consultants, contractors or other people. Nothing in this SubClause 16 shall prevent the SERVICE PROVIDER or the CLIENT from using data Processing techniques, ideas and know-Clausehow gained during the performance of this Contract in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential Information or an infringement by the CLIENT or the SERVICE PROVIDER of any Intellectual Property Rights.

Intellectual Property Rights. 17.1 As between 7.1 For the PARTIESpurposes of these terms “Intellectual Property” means any patent, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY rights to inventions, utility model, registered design, copyright and related right, database right, design right, topography right, trade mark, service mark, trade, business and domain name, right in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that goodwill or to sue for passing off, unfair competition right, right in computer software, in each case whether registered or unregistered and including all INTELLECTUAL PROPERTY which may subsist applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection whatsoever in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT world 7.2 Any and all of the Intellectual Property in the drawings, concepts or other materials that Xxxx Xxxxxx may provide to copySeller in connection with the Contract shall remain the exclusive property of Xxxx Xxxxxx and the Seller shall not during or at any time after the expiry or termination of the contract in any way question or dispute the ownership of any such rights of Xxxx Xxxxxx. 7.3 You agree that any new Intellectual Property that arises in connection with the contract, use or products belonging to Xxxx Xxxxxx, shall be owned absolutely by Xxxx Xxxxxx. Seller hereby assigns to Xxxx Xxxxxx with full title and communicate the CONTRACTOR’S DOCUMENTS guarantees all rights in and to any such new Intellectual Property for the purposes full duration of completingsuch rights, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) wherever in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waivesworld enforceable, and shall procure such an assignment from any employee, consultant or any other party who is involved with the contract. You agree to execute (or procure that each the employee, consultant or any other party it shall involve with the contract executes) all documents and assignments and do all such things as may be necessary to perfect Maji Milele’s title to the new Intellectual Property or to register Xxxx Xxxxxx as owner of its SUBCONTRACTOR waive, all registrable rights 7.4 Copyright in all outputs generated by Xxxx Xxxxxx in connection with the Services (such as drawings and reports) shall remain vested in Xxxx Xxxxxx but the Client shall have a license to copy and use such outputs for any rights it may have under Chapter IV (Moral Rights) purpose solely related to the project for which the Services are performed. Xxxx Xxxxxx shall not be liable for any use by the Client of Part I any of the Copyright Designs and Patents Xxx 0000 and outputs for any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes purpose other than those permitted under this Sub-Clausethat for which the same were prepared and provided.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR 14.1 Supplier shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants ensure that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) Supplies and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS manufacturing processes do not infringe the intellectual property any third party’s patents, trademarks or service marks, copyrights, utility models, designs, confidential information and know-how as well as any other similar rights of any third partytype under the laws of any governmental authority, domestic or foreign, whether or not they are eligible to be registered (“Intellectual Property Rights” or “IPR”) 14.2 Supplier shall be liable for any claim which results from the infringement of any IPR by the use of Supplies according to the terms of the Purchase Contract and shall hold Buyer and Buyer’s customers free and harmless of all liabilities resulting from the use of any such IPR according to the terms of the Purchase Contract. Supplier agrees to defend all suits, actions or proceedings which may be brought against Buyer or Xxxxx’s customer for alleged infringement of any proprietary interest resulting from the use or sale of the Supplies provided hereunder and to pay all expenses and fees of counsel which may be incurred in defending, and all costs, damages or other recoveries in every such suit. Supplier’s liability shall be excluded to the extent Supplier has manufactured the Supplies in compliance with Buyer’s instruction, provided Supplier could not possibly know about the infringement despite reasonable precautions. 17.2 14.3 The CONTRACTOR Parties commit themselves to inform each other of all risks of violation or alleged violations of any IPR and to give each other the opportunity to jointly oppose such claims. 14.4 Supplier shall inform Xxxxx about the use of any published or unpublished IPR owned by or license to Supplier, which relate to the Supplies. 14.5 Buyer shall obtain an unlimited, non-exclusive, sub-licensable and transferable right for all types of use overall results (including but not limited to know-how, testing and development reports, suggestions, drafts, designs, drawings, recommendations, samples, models, software including source code, CAD data records including histories, etc.), produced by Supplier in the framework of the activities specified in this Agreement (hereinafter referred to as “Work Results”), without any limitation with respect to time and content. All Work Results shall be deemed (made available without any copyright or other designations of Supplier. To the extent the Work Results are protected by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copycopyrights, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with Supplier hereby expressly grants Buyer the right to grant subutilize, alter, reproduce, disclose or translate the protected Work Results and do disseminate the altered or original results, to record said results on machine-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waivesreadable data carriers, and shall procure that each to utilize said results for operation of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSdata processing equipment/installations. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the All intellectual property rights of either party whether in respect to the Products and/or any materials provided to SAA by the Supplier or which are SAA’s intellectual property rights, shall remain the property of such applicable party or the licensors thereof. Neither party shall not be entitled to use any of the other parties or its licensors intellectual property without the prior written consent of the other party or licensor(s). The Supplier shall at all times maintain the highest standard of quality, reasonably expected of a distributor or supplier of the commodities, in all of the Products provided to SAA. In this regard the Supplier undertakes that: the Supplier shall pass onto SAA the warranties it obtains from the producer or manufacturer of the Products; the Supplier shall indemnify and hold SAA harmless against any harm, losses and claims arising from the consumption of the Products, provided that the Supplier shall not be liable should the harm, losses and/ or claims arise as a result of the Products being used contrary to its intended purpose. All goods packaged or bottled shall comply with all laws and regulatory requirements, shall be securely packaged, carried and shall be delivered free of defects and allow for storage in SAA stores ; In the event of contamination of the Products, the Supplier shall immediately procure the services of an accredited and reputable laboratory to conduct microbiological investigations on any unknown and potentially dangerous impurities or contaminants. The results from the investigations must be supplied to SAA within 2 (two) weeks of the date of the contamination event. Regular quality checks will be conducted by SAA against the samples submitted and the stock delivered. Should there be any material deviation, the Supplier shall be asked to collect all affected stock and remedy the situation within fourteen (14) days at the Supplier’s cost. SAA’s warehouse personnel will randomly remove, for inspection, one case from every new order that comes into the warehouse. The Products will be listed on an excel spreadsheet with Item number; description; pack quantity; supplier name; call off number and Comments. SAA will carry out quality assurance inspections checking stock against the specifications. Should there be any material deviation, the Supplier shall be required to collect all affected stock and remedy the situation within fourteen (14) days at the Supplier’s cost. SAA shall withhold fifteen (15) percent of the total invoice or amount for the value of the stock, whichever is greater, until such time that the deviation has been remedied. Neither of the parties shall be responsible nor liable for loss, damage, detention or delay caused by, inter alia, acts of God, vis major, Government action, civil or military authority, war (whether declared or not), insurrection or riot. Nor shall they be responsible for any direct or consequential loss due as a result of or arising from the aforegoing. In the event of the force majeure continuing for a period in excess of thirty (30) days the aggrieved Party will be entitled to cancel this Agreement on written notice to the other Party and neither party shall have any further rights or obligations towards the other. The terms and conditions of this Agreement shall be governed and interpreted according to the laws of South Africa. The Supplier shall supply the commodities in accordance with all laws, regulations and industry codes of conduct applicable thereto. The Supplier shall at its own cost take all legal advice necessary to ensure that in supplying the commodities, the Supplier shall not infringe any third partyparty rights and that the supply of the commodities is legal and in compliance with all applicable laws, regulations and/or industry codes of practice. Without in any way limiting or derogating from any other provision hereof, either Party (the “Non-defaulting Party”) shall be entitled, but not obliged, forthwith to cancel this Agreement at any time by addressing written notice to that effect to the other Party (the “Defaulting Party”) (without prejudice to any other rights of the Non-defaulting Party in law or in terms of this Agreement and in particular, but without limitation, its right to claim damages), if – the Defaulting Party compromises or attempts to compromise or defer payment of its debts owing by it to its creditors generally; or the Defaulting Party is provisionally or finally liquidated or wound-up, removed from the register or companies or placed under business rescue or any administration order whatsoever or takes any steps for its voluntary winding-up or liquidation; or the Defaulting Party generally does or omits to do anything which may in any way potentially prejudice the Non-defaulting Party’s rights under this Agreement; or any consent, authorisation, licence or approval necessary in order to enable the Defaulting Party to comply with its obligations in terms of this Agreement is modified or is not granted or revoked, suspended, withdrawn or terminated or expires and is not renewed, or any party breaches any material term of this Agreement and fails to remedy such breach within fourteen (14) days of receipt of written notification requiring it to do so, then the aggrieved party shall be entitled without further notice, to cancel this Agreement, and/or claim specified performance of any obligation whether due or not, and/or claim damages. In the event of two (2) consecutive undisputed breaches by the Supplier of the performance standards and its obligations under this Agreement during the duration of this Agreement, SAA shall be entitled to terminate this Agreement, with immediate effect. All written notices shall either be posted by prepaid registered post, faxed or delivered by hand; to the relevant address or fax numbers of the parties. The parties choose the following domicilium for the service of any legal notices and correspondence. Chief Procurement Officer Xxxxx Road Airways Park OR Tambo International Airport Private Bag X13 OR Tambo International Airport TEL NO: (000) 000 0000 FAX NO: (011) 978 FAX NO: E-mail. 17.2 The CONTRACTOR : xxxxxxxxxxx@xxxxxx.xxx E-mail.: _______________ Each party shall be entitled to nominate and address in substitution for the address set out above any time by giving fourteen (14) days written notice of such change of address. Any notice or letter posted by registered post to the postal address provided above shall be deemed to have been received fourteen (14) days after the date of posting thereof. Any notice or letter delivered by signing hand shall be deemed to have been received two (2) days after the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2hand delivery. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between ‌ 19.1 Save as expressly granted elsewhere under this Contract: 19.1.1 the PARTIESCustomer shall not acquire any right, title or interest in or to the CONTRACTOR Intellectual Property Rights of the Supplier or its licensors, including the Supplier Background IPRs and the Supplier Software; and 19.1.2 the Supplier shall retain not acquire any right, title or interest in or to the INTELLECTUAL PROPERTY Intellectual Property Rights of the Customer or its licensors, including: (a) the Customer Background IPRs; (b) the Project Specific IPRs; and (c) IPRs in the CONTRACTOR’S DOCUMENTS. Customer Data; 19.2 Where either Party acquires, by operation of Law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in Clause 19.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). 19.3 The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or Supplier shall be on their creation) vested in the CONTRACTOR (or not, and shall procure that the CONTRACTOR has or Supplier Staff shall then not, (except when necessary for the performance of this Contract) without Approval (which the Customer shall have a suitable licence to use the same sole and absolute right to grant or deny) use or disclose any of the licence referred Customer Background IPR, Customer Data or the Project Specific IPRs to in this Clause) and or for the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights benefit of any third party. 17.2 19.4 The CONTRACTOR Supplier shall not embed any Supplier Background IPRs or third party IPRs in any Release or Deliverable that is to be deemed assigned to the Customer under this Contract without Approval from the Customer. The default position is that this IPR should be assigned to the Customer on terms equivalent to the Open Government Licence terms unless otherwise agreed with the Customer. 19.5 The Supplier hereby grants, or shall procure the direct grant, to the Customer (by signing the CONTRACTand to any Replacement Supplier) to give to or have procured for the COMPANY of a perpetual, transferrable, irrevocable, sub-licensable, non-terminable transferable non-exclusive exclusive, royalty-free licence to copy, modify, disclose and use the Supplier Background IPRs for any purpose connected with the receipt of the Services that is incidental to the exercise of the rights granted to the Customer under this Contract and communicate to enable the CONTRACTOR’S DOCUMENTSCustomer: 19.5.1 to receive the Services; and 19.5.2 to make use of the Services provided by the Replacement Supplier. 19.6 The Customer hereby grants to the Supplier a non-exclusive, including making non-assignable, royalty-free licence to use the Customer Background IPRs, the Customer Data and using modifications the Project Specific IPRs during the Contract Period for the sole purpose of them with enabling the Supplier to perform its obligations under this Contract and provide the Services. The Customer gives no warranty as to the suitability for the Supplier’s purpose of any IPRs licensed to the Supplier hereunder. Such licence: 19.6.1 includes the right to grant sub-licenceslicences to Sub-Contractors engaged in providing or delivering any of the Services (or part thereof) provided that any such Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 21 (Confidentiality) and that any such Sub-contracts shall be non-transferable and personal to the relevant Sub-contractor; and 19.6.2 is granted solely to the extent necessary for the provision of the Services in accordance with this Contract. This The Supplier shall not, and shall procure that the Sub-Contractors do not, use the licensed materials for any other purpose or for the benefit of any person other than the Customer; 19.7 At the end of the Contract Period, the Customer grants to the Supplier a licence shallto use the Project Specific IPRs (excluding any Information which is the Customer’s Confidential information or which is subject to the DPA) on the terms set out in the Open Government Licence. 19.8 Subject to Clause 19.9 and Clause 19.10 the Supplier shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any Customer Software or Project Specific IPRs. 19.9 Prior to using any third party IPRs in connection with the supply of the Services, the Supplier shall submit all details of such third party IPRs as the Customer may request to the Customer for Approval (“Request for Approval”). 19.10 Where the Supplier is granted permission to use the third party IPRs set out in a Request for Approval, the Supplier shall procure that the owner of such third party IPRs grants to the Customer a licence upon the terms informed to the Customer in the Request for Approval. 19.11 If the third party IPR is made available on terms equivalent to the Open Government Licence the Request for Approval will be agreed and the Supplier will procure licences under these terms. If not, and the Customer rejects the Request for Approval, then a formal Change of Contract will be required. 19.12 The Supplier shall on demand, during and after the Contract Period, fully indemnify and keep fully indemnified and hold the Customer and the Crown harmless from and against all Losses which the Customer or the Crown may suffer or incur at any time (whether before or after the making of a demand pursuant to the indemnity hereunder) as a result of any claim (whether actual alleged asserted and/or substantiated and including third party claims) that the rights granted to the Customer pursuant to this Contract and/or the performance by the Supplier of the provision of the Services and/or the possession or use by the Customer of the Services or Deliverables delivered by the Supplier (as appropriate) infringes or allegedly infringes a third party’s Intellectual Property Rights (“Claim”) except where the Claim arises from: (a) apply throughout 19.12.1 designs supplied by the actual or intended working life (whichever Customer; or 19.12.2 the use of data supplied by the Customer which is longer) not required to be verified by the Supplier under any provision of this Contract. 19.13 The Customer shall notify the Supplier in writing of the relevant parts Claim and the Customer shall not make any admissions which may be prejudicial to the defence or settlement of the PROJECTClaim. The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the Supplier: 19.13.1 shall consult the Customer on all substantive issues which arise during the conduct of such litigation and negotiations; 19.13.2 shall take due and proper account of the interests of the Customer; 19.13.3 shall consider and defend the Claim diligently using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute; and 19.13.4 shall not settle or compromise the Claim without Approval (b) entitle any person such decision to Approve or not shall not be unreasonably withheld or delayed). 19.14 If a Claim is made in proper possession connection with this Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Customer and, at its own expense and subject to Approval (such decision to Approve or not shall not be unreasonably withheld or delayed), use its best endeavours to: 19.14.1 modify the relevant part of the PROJECT Services and/or the Deliverables without reducing the functionality or performance of the same, or substitute alternative Services and/or deliverables of equivalent functionality or performance, so as to copyavoid the infringement or the alleged infringement, provided that there is no additional cost or burden to the Customer; or 19.14.2 procure a licence to use and communicate supply the CONTRACTOR’S DOCUMENTS for Services and/or Deliverables, which are the purposes subject of completingthe alleged infringement, operatingon terms which are acceptable to the Customer; and/or 19.14.3 in relation to the performance of the Supplier’s responsibilities and obligations hereunder, maintaining, altering, adjusting, repairing promptly re-perform those responsibilities and decommissioning the PROJECT; and (c) obligations and in the case of CONTRACTOR’S DOCUMENTS which are in event that the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes Supplier is unable to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (comply with Clauses 19.14.1 or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.19.14.2 within twenty

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. (a) The CONTRACTOR warrants Developer accepts and agrees that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or DMA shall be on their creation) vested in the CONTRACTOR (or that absolute and exclusive owner and proprietor of the CONTRACTOR has or shall then have a suitable licence all details, plans, specifications, schedules, programs, budget, reports, calculations and other work relating to use the same and to grant the licence Project hereafter referred to as "Proprietary Material", which have been or are hereafter written, originated or made by any of the Developer or the Persons claiming through or under it or any of their respective employees, contractors, consultants or agents in connection with this ClauseAgreement or the design, construction, insurance and financing of the Project. All Proprietary Material shall be clearly marked as such in capital letters and in bold face print. (b) and the CONTRACTOR warrants that DMA shall own all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing in or relating to the CONTRACT) to give to or have procured Proprietary Material and all rights, privileges, entitlements, interests, title, property and benefits and associated rights whatsoever therein for the COMPANY a non-terminable transferable non-full period in accordance with the Applicable Laws and with all the reservations and extensions thereof and together with the exclusive royalty-free licence right of DMA to copy, use such information and communicate intellectual property/authorize the CONTRACTOR’S DOCUMENTSuse thereof by Third Parties in India and abroad in any form, including making and using modifications of them with without limitation the right to grant sub-licences. This licence shall: (a) apply throughout the actual reproduce, translate, edit, modify, distribute, sell or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copyassign such rights, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; andwith or without consideration. (c) DMA shall have the exclusive right to apply for/procure registration such intellectual property rights at its cost with relevant competent authorities in India and abroad. (d) The Developer and DMA hereby grant to each other an irrevocable, royalty- free, non-exclusive license to use all proprietary material owned by any of them or any of their respective employees, contractors, consultants or agents in connection with this Agreement or the case design, construction, insurance and financing of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and Project. Such license shall carry the right to use such material for all purposes connected with the Project; however, it shall not be transferable to any Person other software, permit their use on any computer than to the permitted assignee under this Agreement. Such license shall discontinue on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent termination or expiry of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each Agreement or the discharge by any Party of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSduties hereunder. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR Pre-existing IPR 20.1 Each Party shall retain the INTELLECTUAL PROPERTY its rights in the CONTRACTOR’S DOCUMENTSits own Pre-existing IPR. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to Except as expressly provided in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property clause 20 (Intellectual Property Rights), neither Party shall gain by virtue of this Agreement any rights of ownership in any Intellectual Property Rights owned by the other Party or any third party. 17.2 20.2 The CONTRACTOR Service Provider shall procure that all members of the Service Provider’s Team waive all Moral Rights (as defined in has the meaning set out in Chapter IV of the UK Copyright, Designs and Patents Act 1988) that such individuals may have in any deliverable or item provided to, or used by, Aspen in connection with this Agreement. 20.3 Developed IPR shall be deemed (solely owned by signing Aspen and shall vest in Aspen on creation. The Service Provider may use the CONTRACT) Developed IPR solely to give provide the Services to or have procured for Aspen during the COMPANY a non-terminable transferable non-exclusive royalty-free licence Term. To the extent that title and/or ownership rights may not automatically vest in Aspen as contemplated by this clause, the Service Provider agrees to copyirrevocably assign, use transfer and communicate the CONTRACTOR’S DOCUMENTSconvey to Aspen all rights, including making title and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) ownership in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTORDeveloped IPR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, Service Provider shall and shall procure that each of all Service Provider personnel shall give Aspen or its SUBCONTRACTOR waivedesignees, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs all reasonable assistance and Patents Xxx 0000 and any foreign corresponding execute all documents necessary to assist or enable Aspen to perfect, preserve, register or record its rights in the CONTRACTOR’S DOCUMENTSDeveloped IPR. 17.4 20.4 The CONTRACTOR’S DOCUMENTS Service Provider shall ensure that where Developed IPR is comprised of software, it shall deliver the same in source code and object code form, with appropriate documentation and that both versions shall be able to be used by a reasonably skilled programmer familiar with the relevant software language. 20.5 Save for the rights in the Pre-existing IPR and any Enhancements arising in relation to COTS Materials (it being acknowledged that as at the Effective Date no such COTS Materials have been identified), the Service Provider grants to Aspen and its Affiliates a royalty free, world- wide, non-exclusive transferable licence (at no additional charge and including the right to sub- licence) to use, copy, modify, and prepare derivative works of: 20.5.1 the Service Provider’s Pre-existing IPR; 20.5.2 the Enhancements; and 20.5.3 any Third Party IPR used or provided by it in connection with the delivery of the Services, in each case: (i) in connection with Aspen’s and its Affiliates use and receipt of the Deliverables, Services or any Replacement Services provided in-house or by a Successor Service Provider, or any Related Services; and (ii) on a perpetual and irrevocable basis to the extent the same are embedded in or form part of any Developed IPR and in all other design documents made cases during the Term and during any Termination Assistance Period. For the purposes of clarity, unless specifically agreed to the contrary in an SOW, no right is granted to Aspen or its Affiliates to extract, separate, use or commercially exploit any Pre-existing IPR or Enhancements on a stand-alone basis, or as a separate development tool. 20.6 Aspen grants to the Service Provider a non-exclusive, non-transferable, revocable licence (including the right to sub-licence, but only to subcontractors approved by (or on behalf ofAspen in accordance with this Agreement) to use, copy, modify, and prepare derivative works of Aspen IPR for the Contractor shall not, without sole purpose of providing the Contractor's consent, be used, copied or communicated Services to a third party by (or on behalf of) Aspen during the Employer for purposes other than those permitted under this Sub-ClauseTerm.

Intellectual Property Rights. 17.1 As between the PARTIES6.1 MSU is and shall be, the CONTRACTOR shall retain sole and exclusive owner of all right, title and interest throughout the INTELLECTUAL PROPERTY world in and to all the results and proceeds of the Services performed under this Agreement, including but not limited to the deliverables set forth in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that Statement of Work (collectively, the “Deliverables”), including all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same patents, copyrights, trademarks, trade secrets and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the other intellectual property rights (collectively “Intellectual Property Rights”) therein. Supplier agrees that the Deliverables are hereby deemed a "work made for hire" as defined in 17 U.S.C. § 101 for MSU. If, for any reason, any of any third partythe Deliverables do not constitute a "work made for hire," Supplier hereby irrevocably assigns to MSU, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. 17.2 The CONTRACTOR 6.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as "moral rights" (collectively, “Moral Rights”). Supplier hereby irrevocably waives, to the extent permitted by applicable law, any and all claims it may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables. 6.3 Upon the reasonable request of MSU, Supplier shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be deemed (by signing necessary to assist MSU to prosecute, register, perfect, record or enforce its rights in any Deliverables. In the CONTRACT) event MSU is unable, after reasonable effort, to give obtain Supplier’s signature on any such documents, Supplier hereby irrevocably designates and appoints MSU as its agent and attorney-in-fact, to act for and on Supplier’s behalf solely to execute and file any such application or have procured for other document and do all other lawfully permitted acts to further the COMPANY a nonprosecution and issuance of patents, copyrights or other intellectual property protected related to the Deliverables with the same legal force and effect as if Supplier had executed them. Xxxxxxxx agrees that this power of attorney is coupled with an interest. 6.4 Notwithstanding paragraph 6.1, to the extent that any of Supplier’s pre-terminable transferable nonexisting materials, are contained in the Deliverables, Supplier retains ownership of such pre-exclusive existing materials and hereby grants to MSU an irrevocable, worldwide, unlimited, royalty-free licence license to copyuse, use publish, reproduce, display, distribute copies of, and communicate the CONTRACTOR’S DOCUMENTSprepare derivative works based upon, including making such pre-existing materials and using modifications of them with the right derivative works thereof. MSU may assign, transfer and sublicense such rights to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANYothers without Supplier’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2approval. 17.3 The CONTRACTOR hereby waives6.5 Except for such pre-existing materials and Supplier’s obligations under the Statement of Work, and shall procure that each Supplier has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables. Supplier has no right or license to use MSU’s trademarks, service marks, trade names, trade names, logos, symbols or brand names without prior written consent of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSMSU. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 9.1. MEDIGEN will own the PARTIESentire right, title and interest in and to any and all inventions conceived solely by MEDIGEN (or its Affiliates) or on its behalf, by its respective employees and agents after the Effective Date relating to the Product in the Field, including any adaptation of any manufacturing process or proprietary drug delivery or formulation technology of MEDIGEN or its Affiliates for the production of the Product in the Field, and any patents covering such invention (“MEDIGEN New Developments”), subject to the license grant to the Sublicensee set out in Clause 2 hereof. MPP shall notify Sublicensee in writing of any MEDIGEN New Developments as soon as it receives relevant information from MEDIGEN pursuant to the MEDIGEN-MPP Agreement. (i) If the MEDIGEN New Developments do not involve an adjustment in antigen or adjuvant amount, change in vaccine composition to bivalent or multivalent vaccine containing multiple antigens, a delivery method other than intramuscular delivery or a combination vaccine, such shall be considered “Inscope MEDIGEN New Developments”. (ii) If such Inscope MEDIGEN New Developments require comprehensive additional phase 3 clinical efficacy study(ies) such developments shall be considered Significant Inscope MEDIGEN New Developments and may be made available to the Sublicensee at the Sublicensee’s election as provided in Clause 3.1(vi) above and ANNEX 2 hereto. If such Inscope MEDIGEN New Developments are not Significant Inscope MEDIGEN New Developments, they will be made available without additional charge or extension of the Expiry Date. (iii) If such MEDIGEN New Developments are other than Inscope MEDIGEN New Developments such shall be considered an Additional MEDIGEN New Developments and may be made available to the Sublicensee at the Sublicensee’s election as provided in Clause 3.3 above and ANNEX 2 hereto. 9.3. If at any time during the term of this Agreement, the CONTRACTOR Sublicensee (or any of its employees, agents, or other persons acting under its authority) makes, develops, conceives, acquires, reduces to practice, becomes entitled to or secures control over any Improvement, it shall retain communicate such Improvement to MPP and MEDIGEN in full together with all available information concerning the INTELLECTUAL PROPERTY in mode of working and using the CONTRACTOR’S DOCUMENTSsame. MPP and MEDIGEN shall treat this information as Confidential Information. 9.4. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have Sublicensee hereby grants to MPP and MEDIGEN a suitable perpetual, irrevocable, worldwide, royalty free, non-exclusive licence to use any Improvement, Improvement Patent and related Know-How (and shall promptly execute such document as MEDIGEN may reasonably request accordingly) in the same and Field. MEDIGEN shall be entitled to grant sublicences (without further right to sublicence) under such licence only to its Affiliates; and/or contract manufacturers, distributors and service providers solely for use in connection with their engagement of Commercialising MEDIGEN products. The Sublicensee shall have no rights in relation to the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights conduct of any third partymatter relating to the Patent Rights, including the filing, prosecution and maintenance thereof. 17.2 9.5. If any suit or claim by a Third Party is instituted against MPP or the Sublicensee for patent infringement involving the Products, the Party sued shall promptly notify MPP and MEDIGEN in writing. MEDIGEN shall have the right, but not the obligation, to defend or to conduct the defense of such suit or claim at its own expense. The CONTRACTOR Sublicensee shall assist MEDIGEN and co-operate in any such litigation at MEDIGEN’s request and expense. 9.6. MEDIGEN (and in no circumstances the Sublicensee) shall be deemed (by signing entitled to bring infringement action in relation to the CONTRACT) Patent Rights and Licensed Know-How at its own expense. To the extent MEDIGEN decides not to give bring any such infringement action, MEDIGEN shall not be liable to or the Sublicensee in any respect for such decision. The Sublicensee shall assist MEDIGEN and co-operate in any such litigation at MEDIGEN’s request without expense to the Sublicensee. 9.7. The Sublicensee shall have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual any trademark or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) brand name on vaccines based on Licensed Technology which vaccines are Commercialised by MEDIGEN in the case Field and worldwide so long as none thereof infringe the trademarks or brands of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2MEDIGEN. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY 28.1 The Service Provider agrees and acknowledges that all Intellectual Property Rights created or developed in the CONTRACTOR’S DOCUMENTSprovision of the Services or otherwise arising from or in connection with the Services or the Contract, including all Intellectual Property Rights created or developed by or on behalf of the Service Provider or the Temporary Workers, shall vest in and belong absolutely and exclusively to the Authority (or its nominee). The CONTRACTOR warrants that Service Provider hereby assigns, or shall procure the assignment of, with full title guarantee and at no charge or royalty all INTELLECTUAL PROPERTY which may subsist in such Intellectual Property Rights capable of present assignment to the CONTRACTOR’S DOCUMENTS are now Authority (or shall be on their creationits nominee) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them together with the right to grant xxx for past infringement. Where such future rights cannot be assigned by present assignment the Service Provider agrees to take all such steps and do all such things, including executing all documents, as may be necessary to vest such Intellectual Property Rights in the Authority (or its nominee) on their creation. 28.2 The Service Provider shall provide the Authority and the members of the TfL Group with copies of all work and materials relied upon or referred to in the creation or development of the Intellectual Property Rights referred to in Clause 28.1 and with a perpetual, irrevocable, royalty-free and transferable licence free of charge to use such work and materials in connection with the use of such Intellectual Property Rights. 28.3 Pursuant to Clause 28.1, the Service Provider undertakes that it: 28.3.1 has (or that it will have in place prior to the commencement of an Assignment), or will procure that the Secondary Suppliers (or any other sub-licencescontractors) have, contracts with the Temporary Workers such that any Intellectual Property Rights arising out of or in connection with an Assignment shall (subject to the Clause 28.3.2) vest in the Service Provider, or the Secondary Suppliers or any other sub-contractor, as applicable, and that each Temporary Worker is obliged to waive all moral rights and rights of a like nature in such Intellectual Property Rights. This licence shall: (a) apply throughout The Authority may on demand at any time require the actual or intended working life (whichever is longer) of Service Provider to produce all and any Temporary Worker contracts for inspection by the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTAuthority; and 28.3.2 will, or will procure that the Temporary Workers will, execute such further documents and do such acts as may be necessary for securing, confirming or vesting absolutely the Authority’s (cor its nominee’s) full rights, title and interest in the case of CONTRACTOR’S DOCUMENTS which are Intellectual Property Rights referred to in the form of computer programs Clause 28.1 and other software, permit their use on any computer for conferring on the WORKSITE and other places as envisaged by the CONTRACT, including replacements Authority (or its nominee) all rights of action in respect of any computers supplied claim for infringement by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2third parties. 17.3 28.4 The CONTRACTOR hereby waivesService Provider shall have no right (save where expressly permitted under the Contract or with the Authority’s prior written consent) to use any trade marks, and shall procure that each of its SUBCONTRACTOR waivetrade names, any rights it may have under Chapter IV (Moral Rights) of Part I logos or other Intellectual Property Rights of the Copyright Designs and Patents Xxx 0000 and Authority or any foreign corresponding rights in member of the CONTRACTOR’S DOCUMENTSTfL Group. 17.4 28.5 The CONTRACTOR’S DOCUMENTS Service Provider shall indemnify, keep indemnified and hold harmless the Authority and the other design documents made members of the TfL Group (including their respective employees, sub-contractors and agents) against all Losses incurred or suffered that arise from or are incurred by (reason of any infringement or alleged infringement of any Intellectual Property Rights of a third party resulting from the Authority’s use of Intellectual Property Rights assigned or licensed, created, developed or provided by or on behalf of) of the Contractor shall notService Provider, without Secondary Suppliers or the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-ClauseTemporary Workers.

Intellectual Property Rights. 17.1 As between a. DACSLABS shall retain all right, title, and interest in, and is and shall be the PARTIESsole owner of, all Intellectual Property Rights in and to, the CONTRACTOR Licensed Technology, including without limitation Derivative Technology, Upgrades, Updates, and Enhancements and related documentation (all of the foregoing, for purposes of this Section, the “DACSLABS Property”) provided, however, that DACSLABS shall retain grant Licensee a worldwide, in perpetuity and royalty free license to use any Derivative Technology or Enhancements to the INTELLECTUAL PROPERTY extent that these have been developed by Licensee. Licensee shall not obtain any ownership rights in the CONTRACTOR’S DOCUMENTSDACSLABS Property as a result of its rights and responsibilities hereunder. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same If and to grant the licence referred extent that Licensee is deemed to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the have, or has obtained, any ownership or intellectual property rights in the DACSLABS Property (or portion thereof) which have not been explicitly granted to Licensee by Sec. 2 of this Agreement, Licensee hereby, when these rights come into existence or when Licensee first gains control over these rights, irrevocably assigns and transfers to DACSLABS, its successors and assigns, throughout the world, in perpetuity, in any and all languages, for all now known or hereafter devised uses, media, platforms, manners and forms, the following: (i) the entire right, title and interest in and to the Intellectual Property Rights and all other rights Licensee has in any such DACSLABS Property and any and all rights in and to any works based upon, derived from, or incorporating any such DACSLABS Property; (ii) the exclusive right to obtain, register and renew the copyrights or copyright protection in any such DACSLABS Property, where applicable under local law; (iii) all income, Standard License Fees, damages, claims and payments now or hereafter due or payable with respect to any such DACSLABS Property; and (iv) all causes of action in law or equity, past and future, for infringements or violation of any third partyof the rights in any such DACSLABS Property, and any recoveries resulting therefrom. If an assignment or transfer of the particular right is not permitted under applicable law, Licensee shall grant DACSLABS an exclusive, perpetual, irrevocable, sub-licensable, unrestricted, royalty-free, worldwide right to use and exploit in any manner the particular right to the same extent as provided above for an assignment or transfer. In such case, 5. a. (ii) to (iv) above shall apply accordingly. 17.2 The CONTRACTOR b. Without limiting the foregoing, each Party acknowledges that the other Party is the sole and exclusive owner of its Trademarks. All use of the party’s Trademarks shall be deemed (by signing inure to the CONTRACT) benefit of the respective party. Nothing contained in this Agreement shall give the other Party any interest in such Trademarks. Each Party agrees that it will not at any time during or after this Agreement do anything which may adversely affect the validity or enforceability of any Trademarks of the other Party, e.g., attempting to give register trademarks or domain names similar thereto. Each Party agrees not to or have procured affix any of its Trademarks to the products of the other Party, unless the Party owning the products obtains prior written consent for the COMPANY each such instance. c. Licensee hereby grants to DACSLABS a non-terminable transferable exclusive, fully-paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, non-exclusive royalty-free licence terminable, transferable, assignable Standard License to copy, use and communicate otherwise exploit in any manner whatsoever all bug fixes or similar corrections to the CONTRACTOR’S DOCUMENTSLicensed Technology that Licensee, including making and using modifications of them with the right to grant its employees, Affiliates, agents, assignees, sub-licences. This licence shall:licensees, or representatives create. (a) apply throughout d. Licensee agrees to duly execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered to DACSLABS, any instruments that may be necessary, proper, or expedient in the actual or intended working life (whichever is longer) reasonable opinion of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT DACSLABS to copy, use carry out and communicate the CONTRACTOR’S DOCUMENTS for effectuate the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Agreement. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR 10.1 The provisions of this clause shall retain the INTELLECTUAL PROPERTY apply to all inventions made or registerable designs produced in the CONTRACTOR’S DOCUMENTScourse of the Work and any other intellectual property generated or furnished to the Department under the Agreement. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist rights of use of such inventions, registerable designs or other intellectual property by the Crown shall be as set out in the CONTRACTOR’S DOCUMENTS are now conditions in Schedule A to this Agreement. 10.2 For the purposes of this Agreement the term "for the services of the Crown" shall exclude the right for an Agency (such as the National Measurement Office) to exploit commercially any such invention, registrable design or other intellectual property. An Agency shall nonetheless be entitled to so exploit but shall make payment to the Contractor on their creation) vested fair and reasonable terms in the CONTRACTOR (respect of any such exploitation. Such payment shall also take account of any inventions, registrable designs or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the other intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (used by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall:such Agency which:- (a) apply throughout is owned by the actual or intended working life (whichever is longer) of the relevant parts of the PROJECTContractor; (b) entitle any person in proper possession of was not generated by the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTContractor under this Agreement; and (c) was made available to the Department by the Contractor. 10.3 The results of the Work, including design data, inventions, copyright works and software, may be freely disclosed by the Department to other Government Departments and Agencies, except that it shall have regard to any requests made by the Contractor not to disclose information to particular parts of the Government service who might be potential competitors in areas of work of interest to the Contractor. However, the decision of the Secretary of State in this matter shall be final. The Crown shall also have the right, as provided for in sub-clause 3.3b of Schedule A, to use any of the results in a subsequent tender exercise, or in a contract for, the supply of other goods or services where parties other than the Contractor may be invited to participate. 10.4 The Contractor is expected to use his best efforts to exploit the intellectual property generated in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I course of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in work. Where such exploitation is for the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and benefit of parties other design documents made by (or on behalf of) than the Crown, the Contractor shall notbe liable to pay a levy to the Department in respect of such exploitation. The amount of levy which should reasonably be paid shall be agreed with the Department. 10.5 When in the opinion of the Department the Contractor has not used his best efforts to secure such exploitation, without whether by himself or through a licensee, within a period of three years from the Contractor's consenttermination of this Agreement, the Department may require the Contractor to license, on a willing licensor -willing licensee basis, the intellectual property involved to an organisation to be used, copied or communicated nominated by the Department. Any royalties arising from such a licence shall be divided between the Contractor and the Department to a third party by (or on behalf of) reflect the Employer for purposes other than those permitted under this Sub-Clauserespective financial contributions to the work giving rise to the intellectual property comprised in the licence.

Intellectual Property Rights. 17.1 As between 14.1 Subject to the PARTIESrest of this clause, neither party, shall acquire any rights to any Intellectual Property Rights owned by the CONTRACTOR other party and/or its licensors which pre-existed the date of this Agreement. 14.2 In relation to the supply of Equipment and/or Services pursuant to this Agreement: 14.2.1 Egg and/or its licensors shall retain the INTELLECTUAL PROPERTY ownership of all Intellectual Property Rights in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (Equipment and/or Services, excluding Customer Materials; and 14.2.2 We grant You, or shall procure the direct grant to You of, a UK territory, non-exclusive, non-sublicensable, non- transferable licence strictly for the purpose of receiving the benefit of any Equipment and/or Services We provide You under and in accordance with the Agreement; and 14.2.3 where Egg has been granted a licence by a third party for its Intellectual Property Rights (“Egg’s Licensor”) and consequently We have granted You a UK territory, non-exclusive, non- sublicensable, non-transferable licence to use such Intellectual Property Rights strictly for the purpose of receiving the benefit of any Equipment and/or Services We provide You under and in accordance with this Agreement, You agree to keep to Egg’s Licensor’s terms and conditions relating to its use of such Intellectual Property Rights. 14.3 In relation to Customer Materials, You: 14.3.1 and Your licensors shall retain ownership of all Intellectual Property Rights in Customer Materials; and 14.3.2 grants to Egg and its Group Companies a fully paid-up, non-exclusive, royalty- free, non-transferable licence to copy and modify Customer Materials for the purpose of providing the Equipment and/or Services to You. 14.4 If during the provision of any Equipment and/or Services the parties create any new Intellectual Property Rights (including without limitation in any Materials) then such Intellectual Property Rights shall vest in and be on their creationowned by Egg. We will grant You a UK territory, non-exclusive, non-sublicensable, non-transferable licence to use any such Intellectual Property Rights strictly for the purpose of receiving the benefit of any Equipment and/or Services Egg provide You under and in accordance with the Agreement. 14.5 Without prejudice to the generality of clause 14.2 above, Intellectual Property Rights in all software (in whatever form) vested We provide You with in connection with the CONTRACTOR Equipment and/or Services will remain Egg’s property, or the property of the person who has granted Egg a licence for that software (or that the CONTRACTOR has or shall then have i.e. Egg’s Licensor). We will grant You a suitable UK territory, non-exclusive, non-sublicensable, non-transferable licence to use the same software strictly for the purpose of receiving the benefit of any Equipment and/or Services Egg provide You under and in accordance with the Agreement. You agree to grant keep to Egg’s Licensor’s terms and conditions relating to its use of the licence software. 14.6 You must: 14.6.1 unless confirmed in writing by Egg, treat the Materials and any software referred to in this Clauseclause 14.5 above as confidential information, as defined in clause 22 of these Standard Terms and Conditions; 14.6.2 comply with clause 22 of these Standard Terms and Conditions in connection with any Materials and software; and 14.6.3 when the Agreement ends, for whatever reason, immediately return all copies of the Materials and software to Egg and delete any copies from any computer, word processor or other storage device You have control over. 14.7 You must not: 14.7.1 copy, reproduce, duplicate republish, distribute or otherwise make available to any third party the software, except for archiving or back-up purposes (and in those circumstances You must make sure that each copy contains all of the original software’s proprietary notices); 14.7.2 adapt, modify, translate, reverse engineer, decompile, disassemble, alter or otherwise tamper or interfere with the software (except where the Law allows this); or 14.7.3 create work derived from or based on any of the software or any document accompanying it. 14.8 Except where clause 14.10 below applies, We will indemnify You against any damages (including reasonable costs) awarded against You in a final, non-appealable court judgment or We agree in writing to be paid to a third party in connection with any claim or action against You as a result of a Service infringing the Intellectual Property Rights of a third party (an Intellectual Property Rights Claim), as long as You do the following: 14.8.1 give Egg notice of any such claim or action promptly after You become aware of it (and in any event no later than 3 Business Days after becoming aware of it); 14.8.2 give Egg, and only Egg, authority to defend the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which claim or action, and at no time admit liability or otherwise try to settle the claim or action (unless We have given You written instructions to do so); and 14.8.3 follow Egg’s reasonable instructions and give Egg any help We may subsist reasonably need with the defence, including completing and filing court papers and providing relevant documents. 14.9 We will refund reasonable costs You has to pay in order to comply with clause 14.8 above. 14.10 We will have no liability to You in connection with an Intellectual Property Rights claim against You if it has resulted from: 14.10.1 Your negligence or misconduct; 14.10.2 You failing to comply with any of Your obligations under the Agreement; 14.10.3 You combining, operating or using the Equipment and/or Service with services, content, designs, specifications, software, devices or equipment (including without limitation Customer Apparatus) We have not supplied or authorised; 14.10.4 the use of Customer Materials in the CONTRACTOR’S DOCUMENTS development of, or the inclusion of Customer Materials in, the Equipment and/or Services; 14.10.5 compliance with Your specifications or instructions; 14.10.6 You using the Equipment and/or Service for a purpose other than that which the Equipment and/or Service were provided for and/or other than in accordance with this Agreement; 14.10.7 any alteration or adjustment to the Equipment and/or Service if the alteration or adjustment was not made or authorised by Egg; 14.10.8 in respect of any Intellectual Property Rights claim against You in relation to any software which We make available to You, (I) to the extent that You fail to use any non-infringing version of such software which We make available to You; or (II) such claim is in respect of any open source software and such claim from a third party is based on the fact that the underlying code covered by the open source software breaches that third party’s copyright; 14.10.9 any claim and/or allegation that any Equipment and/or Service (including without limitation any provision, use and/or receipt of any Equipment and/or Service) infringes any patent of any third party; or 14.10.10 You breaking the Law. 14.11 If there is an Intellectual Property Rights claim against You, We will be entitled, at Our own expense, to: 14.11.1 gain the right for You to continue using the relevant Equipment and/or Service; or 14.11.2 alter or adjust the relevant Equipment and/or Service so it no longer infringes the third party’s Intellectual Property Rights, as long as the alteration or adjustment does not significantly reduce the effectiveness or performance of the Equipment and/or Service; or 14.11.3 replace the relevant Equipment and/or Service with substitutes that do not infringe the intellectual property rights third party’s Intellectual Property Rights, as long as the substitutes do not significantly reduce the effectiveness or performance of the Equipment and/or Service. 14.12 If We reasonably believe that We cannot exercise any of the options set out in clause 14.11 above, We will be entitled to end the Agreement by giving You 30 days’ notice in writing. 14.13 You must indemnify Egg against any damages (including reasonable costs) awarded against Egg in a final, non-appealable court judgement or which You agree in writing to pay in connection with any claim or action against Egg as a result of any third party. 17.2 The CONTRACTOR shall be deemed (by signing Equipment and/or Service infringing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications Intellectual Property Rights of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party (an Intellectual Property Rights claim against us) if that claim or action arose from: 14.13.1 work Egg carried out in line with instructions or specifications provided by You; or 14.13.2 You connecting or using Customer’s Apparatus (or on behalf ofexcluding Purchased Equipment) with the Employer for purposes other than those permitted under this Sub-Clauserelevant Equipment and/or Service.

Intellectual Property Rights. 17.1 As between the PARTIES5.1 Nxxx is and shall be, the CONTRACTOR shall retain sole and exclusive owner of all right, title, and interest throughout the INTELLECTUAL PROPERTY world in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant all the licence referred to in results and proceeds of the Services performed under this Clause) Agreement (collectively, the “Deliverables”), including all patents, copyrights, trademarks, trade secrets, and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the other intellectual property rights (collectively “Intellectual Property Rights”) therein. Consultant agrees that the Deliverables are hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for Nxxx. If, for any reason, any of the Deliverables do not constitute a “work made for hire,” Consultant hereby irrevocably assigns to Nxxx, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. 5.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). Consultant hereby irrevocably waives, to the extent permitted by applicable law, any and all claims Consultant may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables. 5.3 Upon the reasonable request of Nxxx, Consultant shall promptly take such further actions, including, without limitation, execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Nxxx to prosecute, register, perfect, record or enforce its rights in any Deliverables. In the event Nxxx is unable, after reasonable effort, to obtain Consultant’s signature on any such documents, Consultant hereby irrevocably designates and appoints Nxxx as Consultant’s agent and attorney-in-fact, to act for and on Consultant’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protection related to the Deliverables with the same legal force and effect as if Consultant had executed them. Consultant agrees that this power of attorney is coupled with an interest. 5.4 Consultant has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables. Consultant has no right or license to use Nxxx’x trademarks, service marks, trade names, logos, symbols, or brand names (collectively, the “Marks”). Consultant shall promptly notify Nxxx of any third party. 17.2 The CONTRACTOR and all infringements, imitations, illegal use or misuses, of any Marks, which come to Consultant’s attention. Consultant shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copynot at any time adopt, use or register as a trademark, trade name, business name, corporate name, domain name, or part thereof, whether during or following the Term, that includes any word or symbol or combination thereof which is identical to, or similar to, any Marks. Consultant shall use only such Marks as authorized in writing by Nxxx and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) only in the case manner authorized in writing by Nxxx. All use of CONTRACTOR’S DOCUMENTS which are in the form such Marks will inure solely to Nxxx’x benefit. Upon termination of computer programs and other softwarethis Agreement, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACTConsultant will immediately cease use, including replacements if any, of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Marks. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES(a) Unless otherwise agreed in an Approved Data Licence, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants Participant acknowledges and agrees that all INTELLECTUAL PROPERTY which may subsist rights, title and interests (including all Intellectual Property Rights) in and to any Data Products, including the CONTRACTOR’S DOCUMENTS are now underlying component Participant Data or Other Participant Data, made available to Participant pursuant to this module, including, in each case, any right, title or interest (including Intellectual Property Rights) subsisting in any improvements to such materials, will at all times remain owned by Data Republic or shall be on their creationits licensors (including the relevant Data Contributors or Other Data Contributors) vested and nothing in this Agreement is intended to transfer any right, title or interest (including in Intellectual Property Rights) in such Data Products, Participant Data or Other Participant Data to Participant. (b) Data Republic grants to Participant for the CONTRACTOR (or that Term of the CONTRACTOR has or shall then have relevant Term Sheet a suitable worldwide, non-exclusive, non- transferable licence to use the same Data Products for the Permitted Purpose on the terms and to grant the licence referred to conditions set out in this Clause) Agreement and the CONTRACTOR warrants any relevant Approved Data Licence. Participant shall procure that all INTELLECTUAL PROPERTY which may subsist third parties who use or receive Data Products from Participant (whether in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACTconjunction with Derivative Materials or otherwise) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shallrather than from Data Republic must: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECTbe approved by Data Republic as a Permitted Sublicensee; (b) entitle any person in proper possession reference Data Republic as the source of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTData Products; and (c) unless otherwise agreed in an Approved Data Licence, prior to receiving such Data Products from the Participant, first enter into a sublicence agreement with Participant which imposes on the Permitted Sublicensee the terms set out in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waivesXXXX included at xxx.xxxxxxxxxxxx.xxx/xxxx, and shall procure that each provide a copy of its SUBCONTRACTOR waivesuch executed XXXX to Data Republic (which may be provided to relevant Data Contributors), any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 whereby, upon approval by Data Republic and any foreign corresponding rights relevant Data Contributor, the Permitted Sublicensee shall be identified as a Permitted Sublicensee in any applicable Term Sheet and Approved Data Licence and Participant shall be authorised to provide such Permitted Sublicensee with the CONTRACTOR’S DOCUMENTSrelevant Data Product. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 8.1. You acknowledge that all IPR in the PARTIESLicensed Applications (including any and all releases and versions) and the Documentation throughout the World belong to Us or Our licensors, that rights in the Licensed Applications are licensed (not sold) to You, and that You have no rights in or to the Licensed Applications or the Documentation other than the right to use them in accordance with the terms of this Agreement. 8.2. We acknowledge that all IPR in Your Configuration Data belongs to You and that We have no rights in or to Your Configuration Data other than the right to use it in accordance with the terms of this Agreement. 8.3. You acknowledge that You have no right to have access to the Licensed Applications in source code form or in unlocked coding or with comments. 8.4. The integrity of the Licensed Applications may at any time be protected by technical protection measures so that our IPR, including copyright, in the Licensed Applications are not misappropriated, and You must not attempt in any way to remove or circumvent such measures. 8.5. Each party will notify the other party as soon as a party becomes aware of any unauthorised use of the Licensed Applications by any person. 8.6. Subject to the limitations in clause 10.3, We shall at Our own expense defend You or, at Our option, settle any claim or action brought against You alleging that Your possession or use of the Licensed Applications in accordance with the terms of this Agreement infringes the IPR or any other rights of a third party (“Claim”) and We shall be responsible for any losses, damages, and costs awarded against You as a result of any such Claim provided that We are given prompt notice of any such Claim; You provide reasonable co-operation to Us in the defence and settlement of such Claim, at Our expense; and We are given sole authority to defend or settle the Claim. 8.7. Clause 8.6 shall not apply where the Claim in question is attributable to (a) Your possession or use of the Licensed Applications other than in accordance with the terms of this Agreement; (b)use of the Licensed Applications in combination with any hardware or software not supplied or specified by Us if the infringement would have been avoided by the use of the Licensed Applications not so combined; and (c) use of a non-current version of the Licensed Applications or a version to which all supplied releases have not been added. 8.8. Should the Licensed Application, or if in Our opinion the Licensed Application is likely to become, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which subject of a Claim, then at Our option and expense, We may subsist in the CONTRACTOR’S DOCUMENTS are now either to (or shall be on their creationa) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have procure for You a suitable licence non-infringing license to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; Licensed Application; (b) entitle any person in proper possession of modify the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTLicensed Application so that it is non-infringing; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs provide a depreciated credit for any prepayments and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTORterminate this Agreement. 8.9. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted remedies set forth under this Sub-Clauseclause 8 are the sole and exclusive remedies for a Claim and no other liabilities whatsoever shall apply.

Intellectual Property Rights. 17.1 As between 11.1 All Intellectual Property Rights belonging to a party prior to the PARTIES, the CONTRACTOR execution of this Agreement shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) remain vested in that party. 11.2 The Supplier hereby grants to Gatwick and where appropriate and applicable shall procure the CONTRACTOR (or that the CONTRACTOR has or shall then have grant to Gatwick of a suitable non-exclusive, royalty free, perpetual, irrevocable licence for Gatwick to use the same Supplier’s Intellectual Property in the Services and Materials for the purpose of this Agreement. 11.3 Subject to grant the licence referred Clause 11.1, all New IPR shall belong to and vest in this Clause) Gatwick. The Supplier hereby assigns absolutely (and the CONTRACTOR warrants shall procure that all INTELLECTUAL PROPERTY relevant third parties assign absolutely) to Gatwick by way of present assignment of existing and all future property, rights, title and interest, all New IPR, all of which may subsist shall vest in Gatwick immediately upon creation of the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property same with full title guarantee and free from all encumbrances and other rights of whatever nature exercisable by any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them together with the right to grant sub-licences. This licence shall:take action for any past, present and future damages and other remedies in respect of any infringement or alleged infringement of such New IPR. (a) apply throughout the actual or intended working life (whichever is longer) 11.4 In respect of the relevant parts of the PROJECT; (b) entitle Goods and any person in proper possession of the relevant goods that are transferred to Gatwick as part of the PROJECT Services under this Agreement, including without limitation the Materials or any part of them, the Supplier warrants that it has full clear and unencumbered title to copyall such items, use and communicate that at the CONTRACTOR’S DOCUMENTS date of delivery of such items to Gatwick, it will have full and unrestricted rights to sell and transfer all such items to Gatwick 11.5 The Supplier shall obtain waivers of all moral rights in the products, including for the purposes avoidance of completingdoubt the Materials, operating, maintaining, altering, adjusting, repairing and decommissioning of the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS Services to which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of individual is now or may be at any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have future time entitled under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and Act 1988 or any foreign corresponding rights similar provisions of law in any jurisdiction. 11.6 Without prejudice to the indemnity in Clause 19.1.2, if any of the Goods and/or Services (or item used in the CONTRACTOR’S DOCUMENTSdelivery thereof) becomes, or in the reasonable opinion of Gatwick is likely to become the subject of an infringement claim, the Supplier shall at its own cost and upon Gatwick’s request: 11.6.1 procure for the Supplier and Gatwick the right to continue to use or receive the relevant Goods and/or Services in accordance with or as contemplated by this Agreement; or 11.6.2 modify or substitute the relevant Goods and/or Services so that they are non-infringing, provided that any such modification or substitution shall not degrade the performance or quality of the affected item. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As 12.1 The Vendor expressly authorizes the Firm to use its trade marks/copy rights/ designs /logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the website and at such other places as the Firm may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos. 13 Entire Agreement 13.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the PARTIESParties with respect to its subject matter. 14 Assignment 14.1 Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract able or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Firm signed by an authorized representative of such Party. The Firm is at liberty to refuse such consent. 15 Confidentiality 15.1 The contents of the agreement and any information passed on by the Firm to the Vendor is highly confidential in nature and the Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor or its agents, servants, representatives or any person acting through or claiming through the Vendor for any purpose other than for the performance of its obligations under this Agreement. The Vendor agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY degree of which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or difficult to ascertain. Accordingly, Xxxxxx agrees that the CONTRACTOR has or Firm shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the relevant parts Confidential Information. The Firm shall also have the right to pursue any other rights or remedies available at law or equity for such a breach. 16 Relationships of Parties 16.1 Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Firm shall not be responsible for the acts or omissions of the PROJECT; (b) entitle Vendor and Vendor shall not represent the Firm, neither has any person in proper possession power or authority to speak for, represent, bind or assume any obligation on behalf of the relevant part Firm. 17 Waivers 17.1 No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the PROJECT same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party. 18 Force Majeure 18.1 Neither Party shall be responsible or liable for any delay or failure to copyperform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes but not limited to, acts of completingGod, operatingwar, maintainingriots, alteringembargoes, adjustingstrikes, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other softwarelockouts, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements acts of any computers supplied by Government authority, delays in obtaining licenses or rejection of applications under the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent Statutes, failure of this Clause 17.2telephone connections or power failure, fire or floods. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 12.1 The Supplier acknowledges and agrees that any: 12.1.1 Intellectual Property Rights in any documentation provided by IMI to the PARTIESSupplier in connection with the Contract (including, but not limited to, designs and specifications for the CONTRACTOR Products, Services and/or Deliverables); and 12.1.2 tooling or equipment provided by IMI to the Supplier or used by IMI in connection with the Contract ("Equipment"); and 12.1.3 any materials issued to the Supplier by IMI for use in connection with the Contract ("Materials"), will remain the exclusive property of IMI at all times and the Supplier will not obtain any right or interest in such Intellectual Property Rights or Equipment or Materials as a result of or in connection with these conditions. 12.2 Full title including, but not limited to, Intellectual Property Rights in all specifications, plans, drawings, patterns or designs supplied by IMI to the Supplier in connection with the Contract or prepared or made by the Supplier its employees, agents or sub-contractors for the purpose of fulfilling the Contract shall retain vest in and belong to IMI absolutely. 12.3 Any information derived from the INTELLECTUAL PROPERTY documents specified in Clause 12.2 or otherwise communicated to the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist Supplier in connection with the CONTRACTOR’S DOCUMENTS are now (or Contract shall be on their creation) vested regarded by the Supplier as confidential and shall not without the consent of the Company in the CONTRACTOR (writing be published or that the CONTRACTOR has or shall then have a suitable licence disclosed to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third partyparty or made use of by the Supplier except for the purpose of performing the Contract. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) 12.4 In respect of the relevant parts of the PROJECT; (b) entitle Products and any person in proper possession of the relevant products that are transferred to IMI as part of the PROJECT Services under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full, clear and unencumbered title to copyall such items, use and communicate that at the CONTRACTOR’S DOCUMENTS date of delivery of such items to IMI, it will have full and unrestricted rights to sell and transfer all such items to IMI. 12.5 The Supplier assigns to IMI, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services including, for the purposes avoidance of completingdoubt, operatingthe Deliverables. 12.6 The Supplier shall, maintainingpromptly at IMI's request, altering, adjusting, repairing do (or procure to be done) all such further acts and decommissioning things and the PROJECT; and (c) in execution of all such other documents as IMI may from time to time require for the case purpose of CONTRACTOR’S DOCUMENTS which are in securing for IMI the form full benefit of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACTContract, including replacements of any computers supplied by all right, title and interest in and to the CONTRACTOR. The CONTRACTOR hereby undertakes Intellectual Property Rights assigned to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY or vesting in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this IMI in accordance with Clause 17.212.2 and/or 12.5. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between ‌ 7.1 To the PARTIESextent that the Deliverables, including the Knowledge Sharing Plan and the Knowledge Sharing Summary Report, is protected by Intellectual Property Rights, the CONTRACTOR Operator and/or any third party shall retain hold these rights. 7.2 At the INTELLECTUAL PROPERTY in same time, the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Operator shall grant to the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable DEA an irrevocable, royalty-free, non-exclusive licence to use the same and to Deliverables. The licence shall grant the licence referred DEA a right to in this Clauseuse the Deliverables without quantitative and geographic limitations, at all times (also after termination for any reason of the Contract) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them way whatsoever in connection with the right DEA's business. However, the DEA shall not be allowed to grant sub-licences. This licence shall: (a) apply throughout expose the actual or intended working life (whichever Deliverables which is longer) of not the relevant parts of Knowledge Sharing Plan nor the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated Knowledge Sharing Summary Report directly to a third party which is not engaged or employed by (the DEA. Still, the DEA shall be allowed to share all experiences, knowledge and the like from all of the Deliverables with all third parties. 7.3 The DEA's licence to use the Deliverables shall also include a right to maintain, process and change, etc., the Deliverables. The DEA's licence to use the Deliverables as described in this clause shall also apply to the maintained, processed and changed, etc., Deliverables. 7.4 The DEA shall be entitled to allow third parties, including but not limited to tenderers in a tendering procedure, consultants, suppliers and public authorities, to use the Deliverables to the same extent as the DEA is entitled to use the Deliverables. Such third parties shall also comply with the provi- sions of clause 12. However, the Deliverables which is not the Knowledge Sharing Plan nor the Knowledge Sharing Summary Report shall only be used by third parties in connection with the Contract and related projects. For the avoidance of doubt, this clause 7.4 shall not constitute a transfer of the DEA’s licence to use the Deliverables to any third party.‌ 7.5 It shall be the Operator's responsibility at the Operator's own expense to obtain all third party rights that form a precondition for the right of the DEA and third parties to use the Deliverables in accord- ance with the user rights specified in this clause 7. If requested by the DEA, the Operator shall submit documentation that such rights have been obtained. 7.6 The rights to use the Deliverables shall pass when the Deliverables has been made available to the DEA in any way or on behalf of) form. 7.7 The rights to use the Employer Deliverables shall be unaffected by any breach of this Contract by the DEA. Such breach shall be subject to the relevant remedies provided for purposes other than those permitted under this Sub-ClauseContract.

Intellectual Property Rights. 17.1 As between Save as granted elsewhere under the PARTIESContract, neither ConstructionSkills nor the CONTRACTOR Supplier shall retain the INTELLECTUAL PROPERTY acquire any right, title or interest in the CONTRACTOR’S DOCUMENTSother's Pre-Existing IPR. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or Supplier shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waivesnot, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor Staff shall not, (except when necessary for the performance of the Contract) without prior approval, use or disclose any ConstructionSkills Pre-Existing IPR or the Contractor's consentProject Specific IPRs to any third party. All title to and all rights and interest in the Project Specific IPRs shall vest in ConstructionSkills. The Supplier hereby assigns to ConstructionSkills, with full title guarantee, title to and all rights and interest in the Project Specific IPRs and/or shall procure that the first owner of the Project Specific IPRs also does so. The assignment under Clause 5.6.3 shall either take effect on the date of the Contract or as a present assignment of future rights that will take effect immediately on the coming into existence of the relevant Project Specific IPRs, as appropriate. The Supplier shall waive or procure a waiver of any moral rights in any copyright works assigned to ConstructionSkills under the Contract and shall execute all documents and do all such further acts as ConstructionSkills may require to perfect the assignment under Clause 5.6.3 or shall procure that the owner of the Project Specific IPRs does so on the same basis. ConstructionSkills hereby grants to the Supplier a non-exclusive, revocable, non assignable licence to use ConstructionSkills Pre-Existing IPR and the Project Specific IPRs during the Contract Period for the sole purpose of enabling the Supplier to provide the Services. Prior to using any third party Intellectual Property Rights, the Supplier shall obtain the approval of ConstructionSkills. The Supplier shall provide ConstructionSkills with details of any third party licence required by the Supplier and/or ConstructionSkills in order for the Supplier to carry out its obligations under the Contract using the third party Intellectual Property Rights. ConstructionSkills reserves the right to withhold approval in the event that it does not agree to the terms of the third party licence or where any additional charges will be usedincurred. Where the Supplier is granted approval by ConstructionSkills to use the third party rights, copied the Supplier shall procure that the owner of third party rights grants to ConstructionSkills a licence upon the terms notified by the Supplier to ConstructionSkills when seeking the approval. The Supplier shall, during and after the Contract Period, indemnify and keep indemnified and hold ConstructionSkills harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which ConstructionSkills may suffer or communicated to incur as a result of any claim that the performance by the Supplier of the Services and/or the possession or use by ConstructionSkills of the Deliverables infringes or allegedly infringes a third party party's Intellectual Property Rights ("Claim") except where the Claim arises from:- items or materials based upon designs supplied by (ConstructionSkills; or on behalf of) the Employer for purposes other than those permitted use of data supplied by ConstructionSkills which is not required to be verified by the Supplier under this Sub-Clauseany provision of the Contract.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. 9.1 The CONTRACTOR warrants Customer acknowledges that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR in the MP Software shall be deemed belong to Supplier or relevant third-party owners (by signing as the CONTRACTcase maybe) and the Customer shall have no rights in or to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with MP Software other than the right to grant sub-licences. This licence shall: (a) apply throughout use it in accordance with the actual or intended working life (whichever is longer) terms of the relevant parts Contract. 9.2 Supplier shall own any intellectual property derived by Supplier from the analysis of the PROJECT;Telemetry Data and the Software Crash Data. (b) entitle 9.3 Supplier undertakes at its own expense to defend the Customer or, at its option, settle any person in proper claim or action brought against the Customer alleging that the possession or use of the relevant Connectivity Software (or any part thereof) in accordance with the terms of the PROJECT to copy, use this Contract breaches any third party intellectual rights. Provided that Supplier is given full control of any proceedings or negotiations in connection with any such claim; Customer shall not make any admission of liability and communicate the CONTRACTOR’S DOCUMENTS shall give Supplier all reasonable assistance for the purposes of completingany such proceedings or negotiations; except pursuant to a final award, operatingCustomer shall not pay or accept any such claim, maintainingor compromise any such proceedings without the consent of Supplier; Customer shall do nothing which would or might vitiate any insurance policy or cover which Customer may have in relation to such infringement and shall use its best endeavours to recover any sums due thereunder and this indemnity shall not apply to the extent that Customer recovers any sums under any such policy or cover; Supplier shall be entitled to the benefit of, alteringand Customer shall accordingly account to Supplier for, adjusting, repairing all damages and decommissioning the PROJECT; and costs (cif any) awarded in the case favour of CONTRACTOR’S DOCUMENTS Customer which are payable by, or agreed with the consent of Customer (which consent shall not be unreasonably withheld) to be paid by, any other party in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements respect of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes such claim; and without prejudice to do all any duty of Customer, Supplier shall be entitled to require Customer to take such acts and execute such documents steps as the COMPANY Supplier may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which Supplier is liable to indemnify Customer under this clause, which steps may include (at Supplier’s option) terminating use of the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Connectivity Service, accepting from Supplier non-infringing, modified or replacement Connectivity Services. 17.3 The CONTRACTOR hereby waives9.4 Supplier shall have no obligation or liability under this clause insofar as the infringement arises from: (i) any additions or modifications made to Connectivity Service in question, and shall procure otherwise than by MP or with its prior written consent; or (ii) the use of Connectivity Service beyond that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights scope established by Supplier or approved in the CONTRACTOR’S DOCUMENTSwriting by Supplier. 17.4 The CONTRACTOR’S DOCUMENTS 9.5 Without prejudice to clause 12.1, this clause states the entire liability of Supplier and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated exclusive remedy of Customer with respect to any alleged infringement of intellectual property rights belonging to a third party by (arising out of or on behalf of) in connection with the Employer for purposes other than those permitted under this Sub-Clauseperformance of any Contract. This clause shall be subject to the limits of liability in clause 12.2.

Intellectual Property Rights. 17.1 As between 4.1 Except as expressly set forth herein, CONDUCTOR TECHNOLOGIES alone (and its licensors, where applicable) will retain all ownership and intellectual property rights relating to (i) the PARTIESService or the Software (and any copies thereof); (ii) anything developed and delivered under this Agreement, except for the CONTRACTOR Customer Content; and (iii) any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any third party relating to the Service and/or the Software, all of which are hereby assigned to CONDUCTOR TECHNOLOGIES. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or Software, or any intellectual property rights. 4.2 Customer and its licensors shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR (and Customer hereby represents and warrants that they do) have all INTELLECTUAL PROPERTY which may subsist right, title and interest in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant all Customer Content distributed through the licence referred to in this Clause) Services and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of related thereto. Customer shall be solely responsible for all Customer Content. If CONDUCTOR TECHNOLOGIES reasonably determines that any Customer Content or activities hereunder with respect to any Customer Content may infringe or violate any third party. 17.2 The CONTRACTOR shall be deemed party rights, CONDUCTOR TECHNOLOGIES may (by signing the CONTRACTbut is not required to) suspend activity hereunder with respect to give to or have procured for the COMPANY that Customer Content. CONDUCTOR TECHNOLOGIES is hereby granted a non-terminable transferable non-exclusive exclusive, perpetual, transferable, assignable, irrevocable, worldwide, royalty-free licence right to copyaccess, use use, process, reproduce, adapt and communicate modify, perform and display (publicly or otherwise), transmit and distribute, and otherwise exploit the CONTRACTOR’S DOCUMENTS, including making and using modifications of them Customer Content in connection with the right performance of this Agreement. 4.3 CONDUCTOR TECHNOLOGIES may use tools, scripts, software and utilities (collectively, the “Tools”) to grant sub-licencesmonitor and administer the Services. This licence shall: Data collected by the Tools (excluding production data) may be used to assist in managing CONDUCTOR TECHNOLOGIES’ product and service portfolio and for license management. Customer agrees that (a) apply throughout except as expressly permitted under this Agreement, Customer may not access the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; Tools, and (b) entitle Customer will not use or restore the Tools from any person in proper possession back-up or storage device at any time following termination of this Agreement. CONDUCTOR TECHNOLOGIES may compile statistical information related to the performance of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waivesServices, and may make such information publicly available; provided, however, that such information shall procure that each of its SUBCONTRACTOR waivebe anonymized and shall not incorporate Customer Content or otherwise identify Customer’s Confidential Information, any or include Customer’s name. CONDUCTOR TECHNOLOGIES retains all ownership and intellectual property rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSassociated with such anonymized data. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES9.1 All intellectual property rights in, or relating to, the CONTRACTOR shall retain Products when this Agreement is formed pursuant to Clause 3 are owned by or licensed to the INTELLECTUAL PROPERTY Seller and nothing in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Agreement shall have the CONTRACTOR’S DOCUMENTS are now (effect of transferring the ownership of such intellectual property rights to the Purchaser. 9.2 In the event of any third party demand, claim or shall be on their creation) vested in the CONTRACTOR (or action alleging that the CONTRACTOR has proper use of the Products by the Purchaser in accordance with any instructions and directions issued with or shall then have in relation to such Products by the Seller infringes any patent or other intellectual property right belonging to a suitable licence third party, the Purchaser shall: (i) promptly notify the Seller in writing of such claim; (ii) not make any admission in relation to or attempt to settle or compromise the claim; (iii) give the Seller express authority to conduct all negotiations and litigation, and to settle all litigation, arising from such claim; and (iv) provide the Seller with all available information, documents and assistance as the Seller may reasonably require. 9.3 Without limitation to the foregoing, if the proper use of the Products by the Purchaser is held to infringe any patent or other intellectual property right belonging to a third party, the Seller shall, at its option: (i) procure for the Purchaser the right to continue to use the same and to grant Product(s) in question, free of any liability for such infringement; (ii) modify the licence referred to Product(s) in this Clausequestion so that it/they become(s) and non-infringing; (iii) substitute the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist Product(s) in question with functionally equivalent non-infringing Product(s); or (iv) refund the CONTRACTOR’S DOCUMENTS do not infringe Price paid by the Purchaser for the infringing Products. This Clause 9.3 states the entire liability of the Seller for any infringement of third party intellectual property rights rights. 9.4 The Purchaser shall indemnify the Seller from and against all losses, damages, costs, liabilities and expenses (including legal expenses) arising out of or in connection with any third party demand, claim or action alleging that any Product manufactured by the Seller in accordance with designs and/or specifications provided to the Seller by the Purchaser infringes any patent or other intellectual property right belonging to a third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 10.1 If a third party asserts legitimate claims against the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or Customer that the CONTRACTOR has or shall Supplies infringe an IPR owned by such third party, then have subject to the following provisions of this Clause 10, Trench shall, at its option and expense, either a) obtain a suitable licence right to use the same and relevant IPR in connection with the Supplies; or b) modify the Supplies so as not to grant infringe the licence referred to in this Clauserelevant IPR; or c) and replace the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist infringing part of the Supplies. If, in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights opinion of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copyXxxxxx, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) none of the relevant parts of the PROJECT; (b) entitle any person in proper possession of foregoing is reasonably possible, Trench may take back the relevant part of the PROJECT Supplies and reimburse the price for such part. 10.2 Trench’s obligations in Clause 10.1 are subject to copythe following conditions: a) The Customer has immediately notified Trench in writing of the third party’s claim and furnished Trench with a copy of each communication, notice or other action relating to the alleged infringement, b) the Customer does not acknowledge an infringement and provides Trench with the authority, information and assistance reasonably required by Xxxxxx to defend or settle such claim, and c) Trench is given sole control of the defence (including the right to select counsel), and the sole right to settle such claim. If the Customer ceases to use and communicate the CONTRACTOR’S DOCUMENTS Supplies or any relevant portion thereof, it shall notify the third party in writing that its cessation of use is not an admission of IPR infringement. 10.3 Any claims of the Customer shall be excluded if the Customer (including its agents, employees, or contractors) is responsible for the purposes IPR infringement. The Customer shall be deemed responsible for the claimed IPR infringement if, without limitation, it was caused by (i) specific demands of completingthe Customer, operating(ii) use of the Supplies for a purpose or in a manner not foreseeable by Trench, maintaining, altering, adjusting, repairing and decommissioning (iii) a modification of the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged Supplies by the CONTRACTCustomer, including replacements or (iv) use of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY Supplies in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2connection with other equipment. 17.3 The CONTRACTOR hereby waives10.4 This Clause 10 sets forth Trench’s entire liability for infringement of third party IPRs. Any other claims, rights, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I remedies of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSCustomer shall be excluded. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between Allocation of title to IPR Save as granted under this Framework Agreement, neither Party shall acquire any right, title or interest in or to the PARTIESIntellectual Property Rights of the other Party. Where either Party acquires, by operation of Law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in Clause 26.1.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). Subject to Clauses 26.1.4, neither Party shall have any right to use any of the other Party's names, logos or trademarks on any of its products or services without the other Party's prior written consent. Subject to full compliance with the Branding Guidance, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or Supplier shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence entitled to use the same Authority’s logo exclusively in connection with the provision of the Goods and/or Services during the Framework Period and to grant for no other purpose. IPR Indemnity The Supplier shall ensure and procure that the licence referred to in this Clause) availability, provision and use of the Goods and/or Services and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in performance of the CONTRACTOR’S DOCUMENTS do Supplier's responsibilities and obligations hereunder shall not infringe the intellectual property rights any Intellectual Property Rights of any third party. 17.2 . The CONTRACTOR shall Supplier shall, during and after the Framework Period, on written demand, indemnify the Authority against all Losses incurred by, awarded against, or agreed to be deemed paid by the Authority (by signing whether before or after the CONTRACTmaking of the demand pursuant to the indemnity hereunder) to give to arising from an IPR Claim. If an IPR Claim is made, or have procured the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with Authority the right to grant subcontinue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-licences. This licence shall: (a) apply throughout infringing substitutes provided that: the actual or intended working life (whichever is longer) performance and functionality of the relevant parts replaced or modified item is at least equivalent to the performance and functionality of the PROJECT; (boriginal item; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; there is no additional cost to the Authority; and the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. If the Supplier elects to procure a licence in accordance with Clause 26.2.3(a) entitle any person or to modify or replace an item pursuant to Clause 26.2.3(b), but this has not avoided or resolved the IPR Claim, then: the Authority may terminate this Framework Agreement by written notice with immediate effect; and without prejudice to the indemnity set out in proper possession Clause 26.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the relevant part substitute items and/or services including the additional costs of procuring, implementing and maintaining the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2substitute items. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now Any Intellectual Property Rights (or the right to apply for registration of such rights) arising pursuant to the performance by either Party of its obligations under this Agreement shall be on their creation) vested in Supplier and such rights are herewith transferred to Supplier in advance which transfer Supplier herewith accepts. Buyer herewith grants Supplier an irrevocable power of attorney to execute any document necessary to effect the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence transfer of such rights from Buyer to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that Supplier, should additional requirements be satisfied. 17.2 Notwithstanding Clause 17.1, all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (and/or knowhow owned by signing or vested in Buyer and existing prior to the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent conclusion of this Clause 17.2Agreement, such as trademarks and trade names, logos and design elements, shall remain the property of Buyer. Supplier shall not claim any right, title or interest, in or to such intellectual property. 17.3 The CONTRACTOR hereby waives, and shall procure that each burden of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I proof with respect to the existence of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSintellectual property and/or knowhow prior to this Agreement, lies with Buyer. 17.4 The CONTRACTOR’S DOCUMENTS Buyer shall only use the Intellectual Property Rights of Supplier in so far as necessary for proper use of the Goods and other Buyer shall at all times treat the Intellectual Property Rights of Supplier as Confidential Information. 17.5 Buyer shall never register, directly or indirectly, any knowhow, design documents made and/or inventions (whether registered or patentable or not) of Supplier, anywhere in the world. If Buyer acts contrary to this obligation, Buyer shall assign any such registration to Supplier and Buyer shall co-operate in any manner necessary to transfer and register any such registration to and in the name of Supplier. 17.6 If Buyer entered into this Agreement with Supplier pursuant to a request for proposal or similar process as initiated by Buyer with different third parties and if such third party has applied for or registered for any intellectual property rights or similar process, then Buyer shall indemnify Supplier for any and all damages (including loss of profits) that may arise as a result of any such application or on behalf of) registration by such third party. For the Contractor shall notavoidance of doubt, without if the Contractor's consent, be used, copied or communicated to Goods infringe a third party right as aforementioned, that shall be Buyer’s responsibility and shall not result in a default of Supplier under the Agreement. In that case, Supplier will no longer be obliged to continue the development and/or supply of such Goods. 17.7 Title to and ownership of the copyrights in software and/or firmware incorporated into or provided for use with the Goods ("Software") and documentation supplied with the Goods ("Documentation") shall remain with Supplier and is not transferred hereby to Buyer. 17.8 Except as otherwise provided herein, Buyer is hereby granted a non-exclusive, royalty-free license to use the Software and Documentation in conjunction with the Goods, provided that and for so long as the Software and Documentation are not copied (unless expressly authorized by applicable law) and Buyer holds the Software and Documentation in strict confidence and does not disclose them to others, or permit others to have access to them (or on behalf of) the Employer for purposes other than those permitted under Seller's standard operating and maintenance manuals). Buyer may transfer the foregoing license to another party which purchases, rents or leases the Goods, provided the other party accepts and agrees in writing to be bound by the conditions of this Sub-ClauseClause 17. 17.9 Buyer shall not be entitled to receive the source code/ source program.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout Any intellectual property provided to AIRVANA by NORTEL NETWORKS for the actual or intended working life (whichever is longerdevelopment of a Product for sale to NORTEL NETWORKS shall remain the sole and exclusive property of NORTEL NETWORKS and shall be used only for the development and manufacture of Product(s) of the relevant parts of the PROJECT;for sale to NORTEL NETWORKS. (b) entitle Unless otherwise mutually agreed in writing, any person intellectual property developed solely by AIRVANA without the use of NORTEL NETWORKS' Background IPR in proper possession the course of development of a Product, whether or not NORTEL NETWORKS has provided funding, paid for non-recurring expense either up front or will pay non-recurring expense in an amortized manner, shall remain the relevant part sole property of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; andAIRVANA. (c) Any intellectual property developed solely by NORTEL NETWORKS without the use of AIRVANA's Background IPR in the case course of CONTRACTOR’S DOCUMENTS which are development of a Product with AIRVANA shall be owned exclusively by NORTEL NETWORKS. 22.2 Unless otherwise agreed to in writing, intellectual property used in the form development of computer programs a Product for NORTEL NETWORKS, that is owned by AIRVANA, shall remain the sole property of AIRVANA and shall have no restrictions placed upon its use. 22.3 Unless otherwise agreed to in writing, both parties and/or their respective licensors shall retain all rights, title and interest in and to any discoveries, inventions, patent rights, software improvements and the like conceived, developed, or conveyed by such party relative to the Products. 22.4 NORTEL NETWORKS may require that the Products be branded under the NORTEL NETWORKS name and logo pursuant to NORTEL NETWORKS' branding requirements, and AIRVANA shall comply with such requirements in accordance with the Specifications. 22.5 Except as otherwise agreed in writing by AIRVANA and NORTEL NETWORKS, nothing contained in this Agreement shall be deemed to grant, either directly or indirectly or by implication, any right or license under any patents, patent applications or other softwareintellectual property of AIRVANA. 22.6 The copyright and all other intellectual property rights in all documents, permit their use on any computer on the WORKSITE drawings and other places as envisaged by the CONTRACT, including replacements of any computers information supplied by the CONTRACTORNORTEL NETWORKS in connection with this Agreement shall remain vested in NORTEL NETWORKS. The CONTRACTOR hereby undertakes to do all such acts Such documents, drawings and execute such documents as the COMPANY may reasonably require which the COMPANY information shall not be copied, disclosed or used except in the COMPANY’s reasonable opinion considers necessary to achieve the intent performance of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, AIRVANA's obligations and shall procure that each exercise of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I pursuant to this Agreement or other written agreements between AIRVANA and NORTEL NETWORKS without the prior written consent of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSNORTEL NETWORKS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 6.1 The parties agree that any and all Intellectual Property Rights in or arising out of or in connection with the PARTIESSolution (or any part thereof), shall be owned by Sundown Solutions (or its licensors) and that for the CONTRACTOR shall retain the INTELLECTUAL PROPERTY avoidance of doubt any and all Intellectual Property Rights remain in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now possession of Sundown Solutions (or shall be on their creationits licensors) vested in at all times, do not transfer to the CONTRACTOR Customer and the Customer is not permitted to make an onward sale or transfer of the Solution (or that any part thereof), to any third party without the CONTRACTOR has prior written consent of Sundown Solutions (or shall then have its licensors). 6.2 Sundown Solutions hereby grants a suitable non-exclusive, royalty-free, revocable licence to the Customer to make use of the same and to grant the licence Intellectual Property Rights referred to in this Clause) clause 6.1 strictly from and limited to making use of the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of Solution (or any third partypart thereof). 17.2 6.3 The CONTRACTOR Customer shall be deemed (by signing use its best endeavours to prevent any infringement of Sundown Solutions' Intellectual Property Rights and shall promptly report to Sundown Solutions any such infringement that comes to its attention. In particular, the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence Customer shall: (a) apply throughout ensure that each Authorised User, before starting to use the actual or intended working life (whichever Solution, is longer) of the relevant parts of the PROJECTmade aware that it is proprietary to Sundown Solutions and that it may only be used and copied in accordance with this Agreement; (b) entitle any person in proper possession implement suitable disciplinary procedures for employees who make unauthorised use or copies of the relevant part of Solution, save to the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS extent provided for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTby this Agreement; and (c) in not permit third parties to have access to the case Solution without the prior written consent of CONTRACTOR’S DOCUMENTS Sundown Solutions, which are in may require that such third party executes a written confidentiality agreement before being given access to the form of computer programs and other software, permit their use on Solution. 6.4 Provided that Sundown Solutions makes no warranty that the Solution (or any computer on part thereof) does not breach the WORKSITE and other places as envisaged by the CONTRACT, including replacements Intellectual Property Rights of any computers supplied by third party, if the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by Solution (or on behalf ofany part thereof) the Contractor shall not, without the Contractor's consent, be used, copied or communicated is found to breach a third party by party’s Intellectual Property Rights and such breach is found to be at the fault of Sundown Solutions (IPR Claim), Sundown Solutions shall at its absolute discretion: (a) use all reasonable endeavours to obtain the right for the Customer to continue to use the Solution (or on behalf ofapplicable part thereof); or (b) replace or modify the Employer for purposes other than those permitted under this SubSolution (or applicable part thereof) so that it becomes non-Clauseinfringing without materially affecting its functionality.

Intellectual Property Rights. 17.1 As between the PARTIES14.1 IATA or its licensors, the CONTRACTOR suppliers or subcontractors shall retain the INTELLECTUAL PROPERTY have sole and exclusive ownership of all rights, titles and interests in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that Service and/or Additional Services, including all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights and any accompanying written or printed materials and copies thereof, and including all changes, derivations, modifications and enhancements thereto, including modifications pursuant to Section 6 hereof (together, the “Materials”). This Agreement does not provide Participant with title or ownership of any third partythe Materials, but only a right of limited access and use as described in Section 14.3. 17.2 The CONTRACTOR shall be deemed (by signing 14.2 Without limiting the CONTRACT) foregoing, IATA is the owner of the SIS Solution and the System, and Participant is the owner of its Data. 14.3 IATA grants to give to or have procured for the COMPANY Participant a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the limited right to grant sub-licences. This licence shall: (a) apply throughout access and use the actual or intended working life (whichever is longer) of System and the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS SIS Solution solely for the purposes of completingenabling Participant to obtain the benefit of the Service and applicable Additional Services during the Term of this Agreement and without further consideration to IATA. The foregoing right to access and use includes the right to permit contractors and other agents to access and use the System and the SIS Solution on Participant's behalf and the right to make and provide copies of user guides and other instructions to contractors and other agents, operatingprovided that such contractors and/or other agents have agreed that their access and use of the System and the SIS Solution and any user guides and instructions are subject to the same conditions and restrictions that apply to such access and use by Participant. It is agreed that any breach by such contractors and/or other agents of any such terms and conditions shall be deemed to be a breach by Participant of this Agreement and shall entitle IATA to pursue any and all remedies available to IATA. 14.4 During the Term of this Agreement, maintainingParticipant grants IATA an irrevocable license to use, alteringreuse, adjustingmodify, repairing create derivative works from and decommissioning sublicense Data solely for the PROJECT; andpurpose or performing the Service and/or Additional Services hereunder. 14.5 IATA reserves the right to perpetually and irrevocably use and sublicense the Data in a Collated Data form (chereinafter further defined) solely for non-commercial purposes in promoting and reporting performance of the Service and/or Additional Services to present and prospective SIS Participants, including operational efficiency, training and international trending and benchmarking initiatives with respect to the Service and/or Additional Services. Any other use of Collated Data by IATA shall be agreed to in writing by the Participant in a separate agreement duly signed by Participant's and IATA's respective authorized representatives. For the purpose of this Agreement “Collated Data” means a set of de-identified and aggregated Data collated by IATA from the Participant and other SIS Participants in the case of CONTRACTOR’S DOCUMENTS Service, which are contains no names or information that would, in the form of computer programs and other softwareany way, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I allow identification of the Copyright Designs and Patents Xxx 0000 and Data of Participant or any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSother individual SISParticipant. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between nFront shall indemnify Customer from any and all damages and costs finally awarded for infringement of any valid United States patent, trademark, or copyright in any suit based upon the PARTIESlicense by nFront or the proper use by Customer of the Software hereunder, where nFront is the CONTRACTOR shall retain infringer with respect thereto, and from reasonable expenses incurred in defense of such suit if nFront does not undertake the INTELLECTUAL PROPERTY in defense thereof, provided that nFront is promptly notified of any such suit, and, at its option, is given full and exclusive authority for the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use control and defense of the same and all negotiations for its settlement or compromise, and, further provided that this indemnity shall not extend to grant infringement resulting from: (i) nFront's compliance with Customer's designs, processes, or formulas; (ii) a combination with or an addition to the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights Software of any third party. 17.2 The CONTRACTOR software not supplied by nFront hereunder; or, (iii) a modification of the Software by any person other than nFront. If any claim has occurred, or in nFront's opinion is likely to occur, Customer shall be deemed (by signing the CONTRACT) permit nFront, at nFront's option and expense, either to give to or have procured procure for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with Customer the right to grant subcontinue using the Software or to replace or modify the same so that it becomes non-licencesinfringing. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) If neither of the relevant parts foregoing alternatives is acceptable to nFront, Customer shall return the Software on written request by nFront and this Agreement shall terminate with no continuing obligation or liability of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT nFront to copyCustomer. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF NFRONT FOR INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completingEXPRESSED OR IMPLIED, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2IN REGARD THERETO. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 21.1 Save as granted under this Contract, TfGM shall not acquire any right, title or interest in the PARTIESConsultant’s pre-existing intellectual property rights. Copyright in the Agreement shall vest in TfGM. 21.2 It is a condition precedent to any payment by TfGM that the Consultant shall procure that any Sub-Consultant responsible for the production of any documents or drawings that have the same Intellectual Property Rights will be provided to TfGM. 21.3 All Contract Generated Intellectual Property Rights shall be proprietary to and owned by TfGM and the Consultant shall enter into such documentation and perform such acts as TfGM shall reasonably request to properly vest such Contract Generated Intellectual Property Rights in TfGM. Accordingly, the CONTRACTOR Consultant hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights. 21.4 To the extent that the Consultant creates any materials (in whatever form or media), including training, marketing, promotional or publicity materials, technical specifications; user manuals; operating manuals; process definitions; and procedures, for any purpose relating to the provision of the Services (“Service Materials”) it shall retain provide copies of all Service Materials to TfGM promptly and the INTELLECTUAL PROPERTY Consultant hereby grants to TfGM a royalty free, irrevocable, non-exclusive licence for such term as TfGM shall require to use all and any Intellectual Property Rights in the CONTRACTOR’S DOCUMENTS. Service Materials with the ability to sub-licence the same. 21.5 The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or Consultant shall be on their creation) vested in the CONTRACTOR (or procure that the CONTRACTOR has or provision of the Services shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights any Intellectual Property Rights of any third party. 17.2 21.6 The CONTRACTOR Consultant shall be deemed indemnify TfGM 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 signing reason of any infringement or alleged infringement (including the CONTRACTdefence of such alleged infringement) of any Intellectual Property Right by the availability of the Services, except to give the extent that such liabilities have resulted directly from TfGM’s failure properly to observe its obligations under this clause 21. 21.7 The Consultant shall promptly notify TfGM if any claim or have procured demand is made or action brought against the Consultant for infringement or alleged infringement of any Intellectual Property Right that may affect the availability of the Services hereunder. 21.8 TfGM shall promptly notify the Consultant if any claim or demand is made or action brought against TfGM to which clause 21.6 or clause 21.7 may apply. The Consultant shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and TfGM hereby agrees to grant to the Consultant exclusive control of any such litigation and such negotiations. 21.9 TfGM shall at the request of the Consultant afford to the Consultant all reasonable assistance for the COMPANY purpose of contesting any claim or demand made or action brought against TfGM to which clause 21.6 may apply or any claim or demand made or action brought against the Consultant to which clause 21.7 may apply. The Consultant shall reimburse TfGM for all costs and expenses (including legal costs and disbursements on a non-terminable transferable non-exclusive royalty-free licence solicitor and client basis) incurred in so doing. 21.10 TfGM shall not make any admissions that may be prejudicial to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual defence or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements settlement of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.clause

Intellectual Property Rights. 17.1 As between Customer Works Any original work, regardless of medium, that Provider delivers to Customer and that does not consist of modifications to an existing Provider Work (as defined below) is a “Customer Work,” is to be deemed a “work made for hire” under U.S. law, and is the PARTIESsole, exclusive property of Customer, except for the CONTRACTOR shall retain the INTELLECTUAL PROPERTY following items, which do not constitute Customer Works:  Software, including but not limited to any proprietary code, source code and object code, that is subject to third-party license agreements;  Those portions of any deliverable consisting of information in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights public domain;  Those portions of any third party. 17.2 The CONTRACTOR shall deliverable consisting of generic ideas, concepts, business know-how and work processes, and techniques within the computer design, support and consulting business generally; and  Those portions of any deliverable consisting of general computer consulting knowledge and information Provider had or acquired during the performance of its Service for Customer, not including any proprietary business information of Customer, conveyed to Provider by Customer. To the extent any Customer Work may be deemed (by signing the CONTRACT) not to give be a “work made for hire” under applicable law, Provider hereby irrevocably assigns and conveys to or have procured for the COMPANY Customer all of its copyright in that Customer Work. Provider further hereby irrevocably assigns to Customer all of its’ patent, copyright, trade secret, know-how and other proprietary and associated rights in any Customer Work. License to Customer Works Customer hereby grants Provider a non-terminable transferable non-exclusive limited, non- exclusive, revocable, royalty-free licence license to copyuse any Customer Works for Provider’s internal business purposes during the term of this MSA. Provider Works Any writing or work of authorship, use and communicate the CONTRACTOR’S DOCUMENTSregardless of medium, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual created or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) developed by Provider or Customer in the case course of CONTRACTOR’S DOCUMENTS which are performance under this Agreement and related to existing works owned by Provider is a “Provider Work,” is not to be deemed a “work made for hire,” and is and will remain the sole, exclusive property of Provider. To the extent any Provider Work for any reason is determined not to be owned by Provider, Customer hereby irrevocably assigns and conveys to Provider all of its copyright in the form such Provider Work. Customer further hereby irrevocably assigns to Provider all of computer programs its’ patent, copyright, trade secret, know-how and other softwareproprietary and associated rights in any Provider Work. License to Provider Works Provider hereby grants Customer a limited, permit their non- exclusive, revocable, royalty-free license to use on any computer on Provider Works for Customer’s internal business purposes only during the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent term of this Clause 17.2MSA. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 14.1 SUPPLIER may only use the PARTIESIntellectual Property Rights of VOLVO and VOL- VO Group Companies for the production and supply of Superstructures and/or Trailers to VOLVO and Volvo Group Companies and may not use such Intel- lectual Property Rights for the production and/or supply of any goods or ser- vices to any other party. 14.2 If VOLVO pays, or otherwise compensates, SUPPLIER for development, or design work, initiated by VOLVO, any Intellectual Property Rights and/or Know- How arising from such work shall accrue to VOLVO. SUPPLIER warrants that it at the CONTRACTOR time of transfer owns all rights to such results as well as that it is entitled to transfer such rights to VOLVO. 14.3 By way of clarification, section 14.2 shall retain not apply to Intellectual Property Rights or Know-How owned or licensed by SUPPLIER prior to the INTELLECTUAL PROPERTY commence- ment of the Contractual Obligations, or which SUPPLIER can demonstrate were developed entirely independently of the Contractual Obligations. 14.4 The transfer of rights to VOLVO is exclusive, worldwide, perpetual and com- plete and covers the right to use, transfer and publish results in any form, for any purpose and to any medium, as well as to modify and alter the result. In addition hereto, VOLVO is also without restriction entitled to transfer or license, wholly or partially, all rights to the result to third parties. 14.5 In the light of the purpose of VOLVO’s acquisition of the rights to the results of the Contractual Obligations – which must be possible to alter and modify in or- der to be used in different contexts – SUPPLIER warrants that the respective originators of the results have waived their right to oppose changes in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist re- sults and their right to be mentioned as originators with regard to use of or modification and alteration of the results in accordance with the provisions of the Agreement. 14.6 VOLVO also acquires the ownership of the originals of the results in the CONTRACTOR’S DOCUMENTS are now (form of prototypes, forms, manuscripts, photographic negatives, image creations or shall be on their creation) vested the like, in analogue and/or digital form and SUPPLIER undertakes, at the request of VOLVO, to hand over any and all such originals to VOLVO. 14.7 SUPPLIER undertakes, in return for reasonable compensation, to assist VOL- VO in the CONTRACTOR (or drafting and signing of documents which are necessary for VOLVO to be able to register rights relating to the results of the Contractual Obliga- tions. 14.8 SUPPLIER is responsible for ensuring that the CONTRACTOR has or shall then have a suitable licence any and all Superstructures and/or Trailers delivered to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS VOLVO do not infringe the intellectual property rights Intellectual Property Rights of any third party. 17.2 The CONTRACTOR . SUPPLIER will, at its own cost and expense, indemnify and hold VOLVO and all VOLVO Group Companies harmless against any and all claims that may be brought against VOLVO, VOLVO Group Companies and/or anybody that uses the Superstructure(s), Trailer(s) and/or results thereof, as applicable, that any Superstructure(s) and/or Trailers delivered by SUPPLIER, or any element thereof, infringes the Intellectual Property Rights of a third par- ty. Without limitation of the foregoing indemnity, SUPPLIER additionally agrees that in such cases of alleged or suspected infringement SUPPLIER shall be deemed (by signing either promptly replace the CONTRACTallegedly or suspectedly infringing Superstruc- ture(s) to give to and/or Trailer(s), with another equivalent Superstructure(s) and/or Trail- er(s), or have procured promptly obtain all necessary consents for the COMPANY a non-terminable transferable non-exclusive royalty-free licence continued use of such Superstructure(s), Trailer(s) and/or results thereof, as applicable. Said under- taking shall not apply to copythe extent, use if any, VOLVO has performed development or design work demonstrably and communicate the CONTRACTOR’S DOCUMENTSproximately causing such allegations. SUP- PLIER shall, including making at VOLVO’s request, assist VOLVO in disputes in which VOLVO could become involved by reason of such infringement and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer if required by VOL- VO take on the WORKSITE and other places as envisaged by the CONTRACT, including replacements conduct of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2dispute. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the 6.1 All intellectual property rights including, but not limited to, patentable inventions, improvements, technology, methods, applications and products arising from the Development Programme (hereinafter "IPR") shall be: (a) exclusively owned by Barrier if such IPR relates solely to Drug Substance with no royalty obligations whatsoever to Abbott, its employees or affiliates; (b) exclusively owned by Xxxxxx if such IPR relates solely to Meltrex(TM) Technology wixx xx royalty obligations whatsoever to Barrier, its employees or affiliates; and (c) jointly owned by the parties in equal shares if such IPR relates to the combination of any third partyDrug Substance with Meltrex(TM) Technology. 17.2 The CONTRACTOR 6.2 Each party shall be deemed (by signing the CONTRACT) entitled at its sole discretion to give to or have procured file patent applications for the COMPANY IPR of which it has exclusive ownership. Any patent applications for the jointly owned IPR shall be filed by Abbott using an independent law firm. The parties shall share xxxxxxy in the cost of filing and prosecuting applications for jointly ** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a non-terminable transferable non-confidential treatment request. owned IPR, provided that if Abbott desires not to file such application or prosecute such xxxxxxation in certain jurisdictions or for certain claims, it may transfer such right to Barrier by notice in writing, at which point Abbott shall no longer be obligated to pay for such prosecution and Barrier may at that point determine whether or not to file and prosecute such application. 6.3 In the case of jointly owned IPR, the parties shall negotiate in good faith (a) an exclusive royalty-free licence license for Barrier to copyuse and sell, but not make, Finished Product and (b) an exclusive license for Abbott to use its Meltrex(TM) Technology to make, use and communicate sell xxxxxcts which do not contain Drug Substance. Neither party shall grant any rights under such jointly owned IPR to any third party without the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) prior written consent of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2party. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout Except as otherwise provided in a SOW, the actual or intended working life RFMD Background (whichever is longerand all Intellectual Property Rights therein) shall remain the exclusive property of the relevant parts of the PROJECT;RFMD. (b) entitle any person Except as otherwise provided in proper possession a SOW, the Jazz Background (and all Intellectual Property Rights therein) shall remain the exclusive property of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; andJazz. (c) Except as otherwise provided in a SOW, all Process Foreground (and all Intellectual Property Rights therein) arising from Work shall be the exclusive property of Jazz, regardless of whether such Process Foreground is invented solely by Jazz, solely by RFMD or jointly by the Parties. Jazz shall have the sole and exclusive right (but not the obligation) to seek patent protection for any Process Foreground in all countries of the world at its sole expense and shall have full control over the prosecution and maintenance of such patents and title to any patent issuing therefrom shall be issued solely in the case name of CONTRACTOR’S DOCUMENTS which are Jazz. (d) Except as otherwise provided in a SOW, all Non-Process Foreground (and all Intellectual Property Rights therein) arising from Work shall be the exclusive property of RFMD, regardless of whether such Non-Process Foreground is invented solely by Jazz, solely by RFMD or jointly by the Parties. RFMD shall have the sole and exclusive right (but not the obligation) to seek patent protection for any Non-Process Foreground in all countries of the world at its sole expense and shall have full control over the prosecution and maintenance of such patents and title to any patent issuing therefrom shall be issues solely in the form name of computer programs and RFMD. 4.2 Employees of Jazz or RFMD performing work under this Agreement or a SOW who develop Foreground, whether solely or jointly with others, shall promptly make a complete written disclosure to their employer for patent review of such Foreground, in the normal course, specifically pointing out those features or concepts believed to be new or different. Each Party agrees to promptly submit to the other softwareParty upon request copies, permit their use on any computer on marked as Jazz Confidential Information or RFMD Confidential Information, as the WORKSITE and other places as envisaged by the CONTRACTcase may be, including replacements of any computers supplied by written disclosures pertaining to Foreground submitted exclusively to it, which submissions shall be subject to the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent provisions of Section 3 of this Clause 17.2Agreement. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 13.1 Unless the parties otherwise specify in a SoW, the Intellectual Property Rights in any Deliverables shall belong to HSBC or an HSBC Group Member nominated by HSBC. 13.2 Subject to any other agreement between the parties set out in any SoW and relating to that SoW, the Consultant or the relevant Consultant Affiliate hereby assigns (or will procure relevant Consultant Affiliates assigns) on creation all Intellectual Property Rights created in the performance of the Services and all Deliverables to HSBC or the nominated HSBC Group Member and will procure the waiver of all moral rights (or similar rights) therein and will take all steps necessary to ensure HSBC and all HSBC Group Members and their licensees and transferees may use the Deliverables and receive the Services without restriction of any kind. The Consultant (or Consultant Affiliates, as appropriate) may only use the Deliverables as strictly necessary to provide the Services to HSBC or any relevant HSBC Group Members in accordance with this Agreement and the relevant SoW. Should HSBC not pay an undisputed invoice, then the Intellectual Property Rights vesting in the associated Deliverable shall pass to Consultant (or relevant Consultant Affiliate) until such payment is made. Furthermore, nothing herein shall cause or imply any sale, licence, or other transfer of proprietary rights of or in any third party software or products from one party to this Agreement to the other party. 13.3 Proprietary computer software, methodologies, techniques, software libraries, tools, algorithms, materials, products, ideas, designs, and know-how used by Consultant or the relevant Consultant Affiliate in providing Services (including all copies, enhancements, modifications, revisions, and derivative works of any of the foregoing) that: (a) existed prior to the commencement of such Services, or (b) are developed independently of providing the Services hereunder shall be the property of Consultant or the relevant Consultant Affiliate (“Consultant Properties”). As between Consultant or the PARTIESrelevant Consultant Affiliate and HSBC or the relevant HSBC Group Member, Consultant or the relevant Consultant Affiliate shall at all times be and remain the sole and exclusive owner of the Consultant Properties. Subject to payment for the relevant Deliverable, Consultant or the relevant Consultant Affiliate hereby grants to HSBC or the relevant HSBC Group Member a perpetual, world-wide, royalty-free, non-exclusive licence to use, execute, reproduce, transmit, display, perform, enhance, modify and create derivative works from any Consultant Properties incorporated into or made a part of the Deliverables only in connection with the use, sale, licensing, modification, enhancement, or further development of such Deliverables. 13.4 Notwithstanding anything to the contrary herein, Consultant, Consultant Affiliates, and their respective personnel shall be free to use and employ their skills, knowledge, ideas, methodologies, materials or techniques gained or learned during the provision of any Services, provided that such items (“Residuals”) (i) are acquired and applied without disclosure of any Confidential Information of HSBC or the relevant HSBC Group Member, and (ii) are acquired and applied without unauthorised use or disclosure of any Deliverables delivered under the applicable SOW. 13.5 Consultant or the relevant Consultant Affiliate defends and indemnifies, and shall continue to defend and indemnify, HSBC and all HSBC Group Members from and against, and agrees to pay, any losses, liabilities, damages and expenses (including legal fees on a full indemnity basis) incurred by or awarded against HSBC and/or any HSBC Group Members as a result of, or in connection with, any claim by a third party for an infringement of any Intellectual Property Rights and/or Consultant Properties and/or Residuals relating to any Deliverable or any supply of Services provided by or on behalf of the Consultant or any Consultant Affiliate under this Agreement. For the avoidance of doubt, in the event of any likely damage to HSBC’s and/or any HSBC Group Member’s goodwill or reputation, or in the event of an injunction or any other interim relief (or threat of such relief) HSBC shall be entitled to instruct senior legal counsel or take such other steps as it deems appropriate, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY reasonable costs of which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested included in this indemnity. Without prejudice to the CONTRACTOR (other obligations in this clause 13.5 the Consultant or the relevant Consultant Affiliate agrees promptly to assume sole and exclusive control of the defense of any such claim and all negotiations for settlement. Without prejudice to the other obligations in this clause 13.5, the Consultant or the relevant Consultant Affiliate agrees promptly to pay to HSBC and/or the relevant HSBC Group Member, any expenses or other amounts howsoever incurred or suffered by HSBC and/or the relevant HSBC Group Member for the initial handling of any claim upon the presentation by HSBC and/or the relevant HSBC Group Member of invoices or receipts which evidence that such expenses or other amounts have been incurred. 13.6 HSBC shall and if HSBC has not done so HSBC shall use reasonable endeavours to procure that the CONTRACTOR has relevant HSBC Group Member shall: 13.6.1 not unreasonably delay in giving notice in writing to Consultant or shall then have a suitable licence to use the same and to grant the licence relevant Consultant Affiliate of any claim referred to in this Clause) and clause 13.5, where such delay will result in Consultant or the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in relevant Consultant Affiliate failing to meet any statutory deadline relating to the CONTRACTOR’S DOCUMENTS do defence of such claim; 13.6.2 not infringe the intellectual property rights make any admission of liability or agree to any settlement or compromise of any third partysuch claim without the prior written consent of Consultant or the relevant Consultant Affiliate which shall not be unreasonably withheld or delayed; and 13.6.3 not unreasonably decline to provide Consultant or the relevant Consultant Affiliate at Consultant’s or the relevant Consultant Affiliate’s request and expense, reasonable assistance in connection with those negotiations and litigation. Consultant or the relevant Consultant Affiliate shall not be responsible to indemnify HSBC or the relevant HSBC Group Member for any losses, liabilities, damages or expenses to the extent that they are caused by the failure of HSBC or the relevant HSBC Group Member to meet the obligations stated above. 17.2 The CONTRACTOR shall 13.7 Without prejudice to the above, Consultant or the relevant Consultant Affiliate will pay promptly, any legal damages, costs and expenses suffered by HSBC and/or any HSBC Group Members including any financial awards against HSBC and/or such HSBC Group Members in such action which are attributable to such claim, provided that HSBC or the relevant HSBC Group Member gives Consultant or the relevant Consultant Affiliate reasonable notice in writing of the claim. 13.8 Should a Deliverable or the supply of Services become, or in HSBC’s opinion be deemed (by signing reasonably likely to become the CONTRACT) to give to or have procured subject of a claim of infringement of an Intellectual Property Right, Consultant shall, after consultation with HSBC, promptly either: 13.8.1 procure for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use HSBC and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with all HSBC Group Members the right to grant subcontinue using the Deliverable or receiving the Services; or 13.8.2 replace or modify the Deliverable or Services to make it non-licences. This licence shall:infringing without affecting the performance, functionality or specification. (a) apply throughout the actual or intended working life (whichever 13.9 If Consultant is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary unable to achieve the intent purpose in clauses 13.8.1 or 13.8.2 within three (3) months from the first date of this Clause 17.2. 17.3 The CONTRACTOR hereby waivesprevention or disturbance of the Deliverable’s use occurs then, without prejudice to HSBC’s or the relevant HSBC Group Member’s other rights and remedies, Consultant will return or procure the return to HSBC and the HSBC Group Members all Charges paid in respect of the Deliverable whose use is prevented or disturbed, and HSBC or the relevant HSBC Group Member will (to the extent that such Deliverable is still within its control and shall procure that each not cause loss or damage of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rightssort to HSBC or relevant HSBC Group Member to return such affected Deliverable) of Part I of return the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in affected Deliverable to Consultant or the CONTRACTOR’S DOCUMENTSrelevant Consultant Affiliate. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 10.1 Any and all past, present and/or future information and/or data disclosed by the PARTIESPurchaser to the Supplier pursuant to the Contract (Confidential Information) is disclosed in confidence irrespective of the medium in which that information or data is embedded and if the Confidential Information is disclosed verbally, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTSvisually or otherwise. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist Supplier shall: a) not disclose Confidential Information to anyone except to the Supplier’s employees or sub- contractors who reasonably need to know the Confidential Information; b) not use Confidential Information except for the purpose of fulfilling this Contract; and c) keep the Confidential Information in confidence with the CONTRACTOR’S DOCUMENTS are now (or same degree of care as is used for the Supplier’s own confidential information and at least with reasonable care. 10.2 The Purchaser shall maintain title and ownership of Purchaser provided Drawings, items, tools and materials. The Supplier shall clearly xxxx and keep them separate from other drawings, items, tools and materials. All Purchaser provided Drawings, items, tools and materials shall be on their creation) vested in returned, at the CONTRACTOR (Supplier's expense, to the Purchaser upon expiry of, termination or that cancellation of the CONTRACTOR has or Contract. 10.3 The Supplier shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) Purchaser a perpetual, worldwide, royalty free and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable non- transferable non-exclusive royalty-free licence license to copy, use use, modify and communicate exploit the CONTRACTOR’S DOCUMENTSSupplier provided Drawings to the extent necessary for the utilisation of the Supply. The Supplier shall transfer a copy of the Drawings to the Purchaser in a form to be determined by the Purchaser. 10.4 The Supplier shall honor and refrain from using or referring to the trademarks or trade names (as for example Conbit, including making and using modifications of them T-Struct, T-Lift) owned or generally used by the Purchaser or any company belonging to Conbit group in connection with the right Supplier's activity with third parties. The Supplier shall honor and refrain from using or referring to grant sub-licencesPurchaser - or Purchasers customers Project names and other Confidential Information of the Purchaser in connection with the activities of the Supplier with third parties. This licence shall: Any infringement in this respect, will entitle the Purchaser, not limiting any other legal remedy under Contract or law, to liquidated damages of ten percent (a) apply throughout the actual or intended working life (whichever is longer10 %) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waivesContract value, and shall procure that each as an option, immediately cancel the Contract and claim damages for breach of its SUBCONTRACTOR waiveContract, any rights it may have under Chapter IV (Moral Rights) by serving upon the Supplier a written notice of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTScancellation. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 4.1 Each party will retain all rights in any software, ideas, concepts, know-how, development tools, techniques or any other proprietary material or information that it owned or developed prior to the PARTIESEffective Date of this agreement, or acquired or developed after the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (Effective Date of this Agreement without reference to or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe of the intellectual property rights of the other party. No licenses will be deemed or have been granted by either party to any of its patents, trade secrets, trademarks or copyrights, except as otherwise expressly provided in this Agreement. 4.2 Subject to any third party. 17.2 The CONTRACTOR shall be deemed (by signing party rights or restrictions and the CONTRACT) other provisions of this section AUCXIS CORP will own the copyright to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copyall distinct, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: tangible deliverables that (a) apply throughout are specifically developed and delivered by EDS to AUCXIS CORP under this agreement and (b) are fully paid by AUCXIS CORP (the actual "Deliverables"). 4.3 Notwithstanding anything to the contrary in this Agreement, EDS (a) will own and retain all intellectual property rights in or intended working life (whichever is longer) of related to the relevant parts of Deliverables other than the PROJECT;copyright ownership rights granted to AUCXIS CORP pursuant to this section, (b) entitle any person will retain all right, title and interest in proper possession and to all know-how, intellectual property, methodologies, processes, technologies, algorithms, software or development tools used in performing the Services which are based on trade secrets or proprietary information of EDS or are otherwise owned or licensed by EDS (collectively, the relevant part of the PROJECT to copy"Tools"), use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) will be free to use the ideas, concepts and know-how which are developed or created in the case course of CONTRACTOR’S DOCUMENTS which are performing the Services (collectively, the "Residual Technology"), and (d) will retain ownership of any Tools or Residual Technology that become embedded in the form of computer programs Deliverables. EDS hereby grants to AUCXIS CORP a perpetual (subject to compliance with this sentence), royalty-free, non-transferable, nonexclusive license to use any embedded Tools and other software, permit their Residual Knowledge solely in connection with AUCXIS CORP'S use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs Deliverables and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.only so long

Intellectual Property Rights. 17.1 As Section 14.01 The Supplier acknowledges that, as between the PARTIESParties, the CONTRACTOR Recipient owns or rightfully uses all Intellectual Property Rights relating to the design and manufacture of the Products. Any improvements made to the Products (including their design and manufacture), whether suggested, conceived, developed, invented, or authorized by the Supplier (Product Improvements) are and shall retain be the INTELLECTUAL PROPERTY sole property of the Recipient, and the Supplier shall assign and hereby assigns to the Recipient, and the Recipient shall accept and hereby accepts such assignment of, all rights, title, and interest in any Intellectual Property Rights in any Product Improvements. Upon the request of the Recipient, the Supplier shall provide any further necessary documentation and do all further acts reasonably requested by the Recipient or necessary to confirm and perfect title in and to such assigned Intellectual Property Rights in the CONTRACTOR’S DOCUMENTSRecipient, its successors and assigns. The CONTRACTOR warrants Notwithstanding, the Parties agree that the Recipient intends to retain all INTELLECTUAL PROPERTY which may subsist Product Improvements associated with the use of, or symbolized by, such assigned Intellectual Property Rights and, accordingly, any assignment of such rights in such Product Improvements by the CONTRACTOR’S DOCUMENTS are now (or Supplier to the Recipient pursuant to this Section 14.01 shall not be treated as a transfer for U.S. federal income tax purposes. In the event and to the extent that transfer of ownership in any Intellectual Property Rights relating to Product Improvements shall not be legally permissible, the Supplier hereby grants and/or irrevocably agrees to grant to the Recipient an unrestricted and unlimited, royalty-free, irrevocable, worldwide, sub-licensable license to use such Intellectual Property Rights. For the use and manufacture of the Products and any deviations and replacements thereto, such license shall be on their creation) vested in exclusive. In any event, the CONTRACTOR (Supplier irrevocably covenants not to sue the Recipient or that its Affiliates for any Intellectual Property Right infringement. Section 14.01 The Recipient hereby grants and/or irrevocably agrees to grant to the CONTRACTOR has or shall then have Supplier a suitable licence limited, non-exclusive, royalty-free, non-sublicensable license to use the same Intellectual Property Rights of the Recipient solely to the extent required for the Supplier to manufacture and to grant supply the licence referred to in Products and otherwise comply with its obligations under this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third partyAgreement. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) Section 14.03 Subject to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copySection 14.01 and Section 14.02, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle neither Party nor any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of Affiliates grants to the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (Party or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted its Affiliates under this Sub-ClauseAgreement any right or license in any Intellectual Property Right of such Party or its Affiliates.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY 16.1 Subject to Clause 16.2 below and unless otherwise stated in the CONTRACTOR’S DOCUMENTSOrder Form or Quote, on creation by the Supplier and upon the Supplier receiving payment in full, all Intellectual Property Rights in bespoke materials or code created under the Services (”Bespoke IPR”) for the Customer shall vest automatically in the Customer. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY Supplier hereby assigns to the Customer its present and future rights and full title and interest in such creations, including but not limited to workflows, widgets, business processes, and customised web coding which may subsist are used in the CONTRACTOR’S DOCUMENTS are now (Order Form or shall be on their creation) vested in Quote to provide the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 Services. The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive Customer hereby provides an irrevocable, worldwide, royalty-free licence to copythe Supplier for the duration of this Agreement to use such Bespoke IPR strictly for the purposes of providing the Services. 16.2 Notwithstanding Clause 16.1 above, use the Supplier and communicate its respective licensors shall retain exclusive ownership of (i) all of its Background Materials; and (ii) ideas, concepts, techniques and know-how discovered, created or developed by the CONTRACTOR’S DOCUMENTSSupplier during the performance of the Services that are of general application and that are not based on or derived from the Customer’s business or Confidential Information (“General IP”, including making and using modifications of them together with the right Background Materials, the “Supplier Intellectual Property”). The Supplier grants to grant subthe Customer a non-licencesexclusive, irrevocable, worldwide royalty free and non- transferable licence to use the Supplier Intellectual Property. 16.3 The Customer shall pay and indemnify the Supplier, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by Supplier, arising by reason of claims that (1) the Supplier’s possession of or use of the Customer’s Intellectual Property in connection with the provision of the Services infringes the Intellectual Property Rights of a third party; (2) the Customer or any of its Customers, modify, alter, replace combine with any other data, code, documents or other software, which alters the Supplier’s Intellectual Property and such alterations infringe the Intellectual Property Rights of a third party. This licence indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. 16.4 The Supplier shall pay and indemnify Customer, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by Customer, arising by reason of claims that (1) the Customer’s possession of or use of the Supplier’s Intellectual Property Rights in connection with the provision of the Services infringes the Intellectual Property Rights of a third party; (2) the Supplier, modifies, alters, replaces combines with any other data, code, documents or other software, which alters the Customer’s Intellectual Property and such alterations infringe the Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. 16.5 If either Party (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) under this Clause 16, the Indemnified Party shall: (a) apply throughout notify the actual Indemnifying Party in writing of any IPR Claim against it in respect of which it wishes to rely on the indemnity at Clause 16.3 or intended working life Clause 16.4 (whichever is longer) of the relevant parts of the PROJECTas applicable); (b) entitle allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any person in proper possession settlement terms, such approval not to be unreasonably withheld; (c) provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTIndemnified Party's costs so incurred; and (cd) not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute. 16.6 If an IPR Claim is brought or in the case reasonable opinion of CONTRACTOR’S DOCUMENTS the Supplier is likely to be made or brought, Supplier may at its own expense ensure that the Customer is still able to use the Deliverables by either: (a) modifying any and all of the provisions of the Deliverables without reducing the performance and functionality for any or all of the provision of the Deliverables, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such modified or substituted services shall be acceptable to the Customer, such acceptance not to be unreasonably withheld; or (b) procuring a license or permission to use the Deliverables on terms which are in acceptable to the form Customer, such acceptance not to be unreasonably withheld. 16.7 Except to the extent that the Supplier should reasonably have known or advised the Customer the foregoing provisions of computer programs and other softwareClause 16.6, permit their the Supplier shall have no obligation or liability for any IPR Claim to the extent such IPR Claim arises from: (a) any use by or on behalf of the Customer of the combination with any computer on the WORKSITE and other places as envisaged item not supplied or recommended by the CONTRACTSupplier where such use of the Deliverables directly gives rise to the claim, including replacements demand or action; or (b) any modification carried out on behalf of the Customer to any computers item supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all Supplier under this Agreement if such acts and execute modification is not authorised by the Supplier in writing where such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated modification directly gives rise to a third party by (claim, demands or on behalf of) the Employer for purposes other than those permitted under this Sub-Clauseaction.

Intellectual Property Rights. 17.1 As between 8.1 EFB shall have no right under the PARTIESAgreement to make use of any brand names trademarked by RFM, nor any of the CONTRACTOR shall retain intellectual properties or know-how developed by RFM in conjunction with the INTELLECTUAL PROPERTY in operation of plants similar to the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (EFB’s facility, or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use any of RFM’s intellectual properties and know-how other than pursuant to such separate licensing arrangements as may be entered into by the same and parties (if any), but the parties expressly agree that no such rights are being conveyed by virtue of the execution or performance of this Agreement. Likewise, RFM shall have no right under the Agreement to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights make use of any third partybrand names trademarked by EFB, nor any intellectual properties or know-how developed separately by EFB, other than pursuant to such separate licensing arrangements as may be entered into by the parties (if any), but the parties expressly agree that no such rights are being conveyed by virtue of the execution or performance of this Agreement. 17.2 The CONTRACTOR shall be deemed (8.2 Notwithstanding any provision to the contrary contained herein, all copyrightable material originated and developed, in whole or part, by signing CEO in connection with services provided within the CONTRACT) to give to or have procured for scope of and during the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent term of this Clause 17.2. 17.3 The CONTRACTOR hereby waivesAgreement (the “Works”) shall constitute “works made for hire” for EFB, as that phrase is defined in Sections 101 and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I 201 of the Copyright Designs Act of 1976 (Title 17, United States Code) and, if particular Works do not fall within the definition of “works made for hire,” RFM does and Patents Xxx 0000 shall irrevocably grant, assign and transfer all rights, title and interests in the copyright to those Works to EFB presently, or immediately upon creation of the material, and without the need for further written agreement or compensation. If RFM retains any foreign corresponding proprietary rights in any components of the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS Works, RFM does and other design documents made by (shall irrevocably grant, assign and transfer to EFB presently, or on behalf of) upon creation, all of RFM’s rights, title and interests in and to the Contractor shall notrights to such components, including, but not limited to, all copyright rights, without the Contractor's consentneed for further written agreement or compensation. If RFM has or may have so-called “moral rights” or droit morale with regard to any Works or their components, be usedto the extent such rights are assignable or transferable, copied RFM does and shall irrevocably assign and transfer them to EFB presently, or communicated upon creation, without the need for further written agreement or compensation, and, to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clauseextent that such rights are not assignable, but waiveable, RFM shall waive them.

Intellectual Property Rights. 17.1 As between 5.1 ROL owns and will own, from the PARTIESdate of creation, all ROL IPR. 5.2 All Third-party IPR are licensed to ROL and made available by ROL to the Client in accordance with the relevant Third-Party Licence Terms. 5.3 The Client owns and will, from the date of creation, own all Intellectual Property Rights in and to the Client IPR. 5.4 In relation to any Deliverables developed pursuant to a Site Set-Up Proposal or Site Services Proposal (unless otherwise agreed in writing and signed by the Parties): (a) ROL and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Data Reports which shall be owned by the Client; and (b) ROL hereby grants the Client or shall procure the direct grant to the Client of, a non- exclusive, non-transferable licence during the term of this Agreement to copy and modify the Deliverables (excluding the Client Materials) for the purpose of receiving and using the Services and the Deliverables in its business. 5.5 In relation to the ROL IPR, ROL hereby grants to the Client a non-exclusive, non-transferable licence to access and use the ROL IPR for the term of this Agreement for the purpose of receiving the Services from ROL, subject to the terms of this Agreement. 5.6 In relation to the Third-party IPR, ROL hereby grants to the Client a non-exclusive, non- transferable licence to access and use the Third-party IPR for the term of this Agreement for the purpose of receiving the Services from ROL, subject to the terms of this Agreement. 5.7 In relation to the Client IPR, the CONTRACTOR Client hereby grants to ROL a fully paid-up, non-exclusive, royalty-free, non-transferable licence (other than to ROL's subcontractors where necessary to provide the Services) to access and use the Client IPR for the term of this Agreement for the purpose of providing the Services to the Client, subject to the terms of this Agreement. 5.8 The Client shall retain be entitled to transfer or sub-license the INTELLECTUAL PROPERTY in rights granted to it under this Clause titled “Intellectual Property Rights” to any affiliate of the CONTRACTOR’S DOCUMENTSClient on written notice to ROL and solely for the purposes of such affiliate of the Client receiving Services from ROL. The CONTRACTOR Client shall provide ROL with an express written undertaking from each member of the Client that it shall respect and maintain the license granted under this Agreement in accordance with this Agreement. 5.9 ROL warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (receipt or shall be on their creation) vested in use of the CONTRACTOR (or that Services, the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) ROL IPR and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Deliverables by the CONTRACTOR’S DOCUMENTS do Client shall not infringe the intellectual property rights rights, including any Intellectual Property Rights, of any third- party. ROL shall indemnify the Client against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all other professional costs and expenses) suffered or incurred or paid by the Client arising out of or in connection with any claim brought against the Client for actual or alleged infringement of a third partyparties Intellectual Property Rights arising out of, or in connection with, the receipt and use of the Services, the ROL IPR and Deliverables. 17.2 The CONTRACTOR 5.10 For the avoidance of doubt, Clause 5.9 shall be deemed not apply where the claim by the Client is attributable to: (a) possession or use of the ROL IPR other than in accordance with the terms of this Agreement; (b) the use of the ROL IPR in combination with any hardware, firmware or software not supplied or specified by signing ROL if the CONTRACTinfringement would have been avoided by the use of the ROL IPR not so combined; (c) to give to any modification of the Services, the ROL IPR or have procured for the COMPANY any Deliverable, other than by or on behalf of ROL; (d) use of a non-terminable transferable non-exclusive royalty-free licence to copycurrent release of the ROL Software; and/or (e) ROL’s compliance with the Client's specifications or instructions, 5.11 The Client warrants that the receipt and use of the Client IPR under this Agreement, use and communicate by ROL, its agents, subcontractors, or consultants, shall not infringe the CONTRACTOR’S DOCUMENTSrights, including making any Intellectual Property Rights, of any third-party. The Client shall indemnify ROL against all liabilities, costs, expenses, damages and using modifications losses (including but not limited to any direct, indirect or consequential losses, loss of them profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred or paid by ROL arising out of or in connection with any claim brought against ROL, its agents, subcontractors or consultants for actual or alleged infringement of a third-party's Intellectual Property Rights arising out of, or in connection with, the right to grant receipt or use, under this Agreement, of the Client IPR. 5.12 No Party shall sub-licences. This licence license, assign or otherwise transfer the rights granted in the Clause titled Intellectual property rights without the prior written consent of the other Party, except as permitted under the terms of this Agreement. 5.13 If either Party ("Indemnifying Party") is required to indemnify the other Party ("Indemnified Party") under this Clause titled “Intellectual Property Rights”, the Indemnified Party shall: (a) apply throughout notify the actual or intended working life Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity (whichever is longer) of the relevant parts of the PROJECT"IPR Claim"); (b) entitle allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any person in proper possession settlement terms, such approval not to be unreasonably withheld; (c) provide the Indemnifying Party with such reasonable assistance regarding the IPR Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTIndemnified Party's costs so incurred; and (cd) not, without prior consultation with the Indemnifying Party, make any admission relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPR Claim diligently, using competent counsel and in such a way as not to bring the case reputation of CONTRACTOR’S DOCUMENTS which are the Indemnified Party into disrepute. 5.14 Where any of the Parties (or its Affiliates or third-party contractors) acquires title to Intellectual Property Rights that is inconsistent with the allocation of title to ROL IPR or Client IPR or as agreed in accordance with Clauses 5.1 to 5.4, such Party hereby irrevocably assigns to the form of computer programs and other software, permit their use on any computer on the WORKSITE and Party (or such third-party directed by said other places as envisaged by the CONTRACTParty), including replacements by present assignment of any computers supplied by future rights and with full title guarantee, its whole right, title and interest in and to such Intellectual Property Rights for the CONTRACTORfull term of such rights throughout the world, free from all liens, charges and encumbrances, together with all rights and powers arising or accrued in relation to the Intellectual Property Rights. The CONTRACTOR hereby undertakes Party shall also procure the irrevocable assignment to do the other Party (or such third-party directed by said other Party), of all such acts Intellectual Property Rights of the Party's Affiliates or third-party contractors immediately on creation, in all cases such assignment is to be with full title guarantee and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2free from all liens, charges and encumbrances. 17.3 The CONTRACTOR hereby waives5.15 Each Party shall, and shall procure that each its personnel and the personnel of its SUBCONTRACTOR waiveAffiliates, third- party contractors or third-party suppliers shall, at the request and expense of the other Party, execute promptly all such assignments, deeds or documents and do promptly all such things as the requesting Party may require to vest in the requesting Party or perfect the vesting in the requesting Party of the Intellectual Property Rights referred to in Clauses 5.1 to 5.4. 5.16 The Client shall use all reasonable endeavours to prevent any rights infringement of the ROL IPR and shall promptly report to ROL any such infringement that comes to its attention. In particular, the Client shall: (a) ensure that each Licensed User, before starting to use the ROL Software, is made aware that the ROL Software is proprietary to ROL and that it may only be used in accordance with this Agreement; and (b) not permit third parties to have under Chapter IV (Moral Rights) of Part I of access to the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, ROL Software without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clauseprior written consent of ROL.

Intellectual Property Rights. 17.1 As between 4.1 The Company and the PARTIESother members of the Consortium shall remain the exclusive owner of their own Background IPRs. You shall have no rights over the Background IPRs of the Company and the other members of the Consortium, unless otherwise specified in these Terms and Conditions. Specifically, the CONTRACTOR shall retain Background IPRs of the INTELLECTUAL PROPERTY in Company and the CONTRACTOR’S DOCUMENTSother members of the Consortium may not be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Background IPRs of the CONTRACTOR’S DOCUMENTS are now (or Company and the other members of the Consortium shall be on their creation) vested listed in Annex II – Background IPRs. 4.2 Subject to your compliance with these Terms and Conditions, we grant you a non- exclusive, non-transferable, revocable license to access the CONTRACTOR Platform in order to execute the activities described under Article 3 above. If you wish to make any other use of the Platform, please address your request to: xxxxxxxxxxx@xxxxx0xxxx.xx. 4.3 Any Network-APP developed using the Platform is intent to be published in Open Source, and access to the source code shall be granted to any other user of the Platform. In case a different license is needed, please contact us to subscribe a cooperation agreement. 4.4 By directly sending us any question, comment, suggestion, idea, feedback, or other information (“Submissions”), you agree to assign to us all Intellectual Property Rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. 4.5 By sending us Submissions, you warrant that any such Submissions are original to you or that you have the CONTRACTOR has or shall then necessary rights and licenses to submit such Submissions and that you have a suitable licence to use the same and full authority to grant us the licence above-mentioned rights in relation to your Submissions. You are solely responsible for your Submissions, and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of: (i) this Article 4 “Intellectual Property”, (ii) any third party’s Intellectual Property Rights, or (iii) applicable law. 4.6 Save as differently provided under this Terms and Conditions, all the Confidential Information and/or IPRs related to the Platform and/or the Platform’s operation which will be generated during your use of the Platform shall be owned by the parties of the CA (“Foreground IPRs”). The parties of the CA, acting in good faith and in a commercially reasonable manner, will decide internally how to divide the ownership of the same, based on the provisions of the CA and the Grant Agreement NUMBER 101016912 — SMART5GRID and referred to in the “Whereas” of the CA. 4.7 Any breach of the provisions of this Clause) Article 4 “Intellectual Property Rights” will constitute a material breach of these Terms and Conditions and your right to use our Platform will consequently terminate immediately. 4.8 We are committed to respecting the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights Intellectual Property Rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle If you believe that any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer material available on the WORKSITE and other places as envisaged Platform infringes the Intellectual Property Rights of third parties, please immediately notify us at the following email xxxxxxxxxxx@xxxxx0xxxx.xx . A copy of your notification will be sent to the person who posted the material addressed in your notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a notification. Thus, if you are not sure that material located on or linked to by the CONTRACTPlatform infringes any third-party intellectual property right, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2you should consider first contacting an attorney. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 5.1 UTI is and shall be the PARTIESsole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services furnished under this Agreement, including but not limited to the deliverables set out on SOW (collectively, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that “Deliverables”), including all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same patents, copyrights, trademarks, trade secrets, and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the other intellectual property rights (collectively “Intellectual Property Rights”) therein. McKinsey agrees that the Deliverables are hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for UTI. If, for any reason, any of any third partythe Deliverables do not constitute a “work made for hire,” McKinsey hereby irrevocably assigns to UTI, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. 17.2 The CONTRACTOR 5.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as “moral rights” (collectively, “Moral Rights”). McKinsey hereby irrevocably waives, to the extent permitted by applicable law, any and all claims McKinsey may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables. 5.3 Except as provided herein or required by applicable law and/or regulation, UTI agrees that it will not use McKinsey’s name, refer to McKinsey’s work, or make the Deliverables or the existence or terms of this Agreement available outside UTI without McKinsey’s prior written permission. 5.4 Notwithstanding Section 5.1, McKinsey shall be deemed retain ownership of all concepts, know-how, tools, frameworks, models, and industry perspectives developed or enhanced outside of or in connection with the Services (by signing the CONTRACT) to give to or have procured for “McKinsey Tools”), it being understood that none of the COMPANY McKinsey Tools will contain the UTI’s Confidential Information. To the extent the Deliverables include any McKinsey Tools, McKinsey hereby grants UTI a non-terminable transferable exclusive, non-exclusive transferable, non-sublicenseable, worldwide, royalty-free licence license to copy, use and communicate copy the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant McKinsey Tools solely as part of the PROJECT Deliverables and subject to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) conditions set forth in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Section 5.3. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between A. Supplier agrees that all works of authorship, inventions, improvements, developments, and discoveries conceived, made, or discovered by Supplier, solely, or in collaboration with Buyer or third parties, during the PARTIEScourse of, or arising from or out of, its performance of services or the development of goods, including the Items, for Buyer hereunder, as well as all patents, copyrights, trade secrets, trademarks and other intellectual property right therein and thereto (collectively, “Developments”), are the sole property of Buyer. Supplier agrees to, and shall, assign (or cause to be assigned) all such Developments and all rights therein, and Supplier gives further assurances that it will execute assignments and other documents as necessary to achieve such result. Supplier agrees to assist Buyer, or its designee, at Buyer’s expense, in every proper way to secure Buyer’s rights in the Developments, including, but not limited to, the CONTRACTOR disclosure to Buyer of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments and all other instruments which Buyer may deem necessary, in its sole discretion, in order to apply for and obtain such rights and in order to assign and convey to Buyer, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Developments, including, without limitation, providing a certificate of originality and a written assignment of intellectual property. Supplier further agrees that Supplier’s obligation with respect to the Developments shall continue after termination of the Purchase Order, and Supplier agrees to assist Buyer in enforcing all patents, trademarks, copyrights, trade secrets or other ownership rights to protect Buyer’s exclusive interest in the Developments. B. Buyer acknowledges and agrees that Supplier shall retain sole and exclusive ownership of, and an unrestricted right to license, any invention, improvement, development, concept, discovery or other proprietary information owned by Supplier or in which Supplier has an interest, where such proprietary information was derived by Supplier, or its agent, independently and apart from Supplier’s commercial relationship with Buyer (“Supplier IP”). Notwithstanding the INTELLECTUAL PROPERTY foregoing, Supplier agrees that, if in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or course of performing its obligations hereunder, Supplier incorporates any Supplier IP into any Development, Buyer is hereby granted and shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copyexclusive, use royalty free, perpetual, irrevocable, worldwide license, including, but not limited to, the *** Certain information in this document has been omitted and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. right to grant sub-licences. This licence shall: (a) apply throughout the actual sublicense, under any such Supplier IP, to make, have made, use, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant otherwise distribute such invention, improvement, development, concept, discovery or other proprietary information as part of the PROJECT to copyor in connection with such Development. C. Any specifications, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completingdrawings, operatingschematics, maintainingtechnical information, alteringdata, adjustingtools, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs dies, patterns, masks, gauges, test equipment, and other softwarematerials furnished, permit their use or paid for, by Buyer shall (i) be kept strictly confidential, (ii) remain or become Buyer’s property, (iii) be used by Supplier exclusivity for Buyer’s needs, (iv) be clearly marked as Buyer’s property and segregated when not in use, (v) be kept in good working condition at Supplier’s expense and (vi) be shipped to Buyer promptly on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2demand. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 7.1 As between of the PARTIESEffective Date, all of Seller’s Intellectual Property Rights in and in relation to the Product and the process by which it is manufactured (“Seller Background IP”) shall be and remain the sole and exclusive property of Seller or its licensors. Buyer shall not acquire any Intellectual Property Rights in the Seller Background IP by virtue of this Agreement and/or any Order entered into hereunder; provided that, for purposes of clarity, Seller Background IP does not include, and Seller shall have no rights in or to, any Intellectual Property Rights Buyer may have or acquire in products in which the Product are incorporated, or any improvements, enhancements, or other modifications that Buyer or its designee may make to the Product or products in which the Product is incorporated, which shall be and remain the sole and exclusive property of Buyer and its licensors. 7.2 As of the Effective Date, all of Buyer’s Intellectual Property Rights in and in relation to the Product and the process by which it is manufactured (“Buyer Background IP”) shall be and remain the sole and exclusive property of Buyer or its licensors. Seller shall not acquire any Intellectual Property Rights in the Buyer Background IP by virtue of this Agreement and/or any Order entered into hereunder; provided that, for purposes of clarity, Buyer Background IP does not include, and Buyer shall have no rights in or to, any Intellectual Property Rights Seller may have or acquire in products in which the Product are incorporated, or any improvements, enhancements, or other modifications that Seller or its designee may make to the Product or products in which the Product is incorporated, which shall be and remain the sole and exclusive property of Seller and its licensors 7.3 Subject to the provisions of this section 7, Seller shall indemnify, defend, and hold Buyer and their respective officers, directors, employees, agents, successors, and assigns (collectively, the CONTRACTOR shall retain “Buyer Indemnitees”) harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the INTELLECTUAL PROPERTY costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (“Losses”), incurred by or awarded against any Buyer Indemnitee in connection with, or otherwise relating to, any claim, demand, suit, action, or proceeding (“Claims”) brought against any Buyer Indemnitee claiming that Product, any Seller Background IP or the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY process by which may subsist in it is manufactured infringes the CONTRACTOR’S DOCUMENTS are now Intellectual Property Rights of a Third Party, but only if (or shall be on their creationi) vested in the CONTRACTOR (or Buyer notifies Seller promptly upon learning that the CONTRACTOR claim has or shall then have been asserted (provided that a suitable licence failure to use provide such notice will not relieve Seller of its obligations hereunder except to the same and to grant the licence referred to in this Clauseextent material prejudice results therefrom), (ii) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with Seller is afforded the right to grant sub-licences. This licence exercise control over the defense of the claim and any negotiation for its settlement or compromise (provided that Seller may not enter into any settlement or otherwise dispose of any Claim without Buyer’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed) and (iii) Buyer reasonably cooperates with Seller in the defense or settlement of the Claim, at Seller’s sole cost and expense. 7.4 Subject to the provisions of this section 7, and excluding any Claims for which any Buyer Indemnitee is indemnified under section 7.3, Buyer shall indemnify, defend, and hold Seller and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Seller Indemnitees”) harmless from and against any and all Losses incurred by or awarded against any Seller Indemnitee in connection with, or otherwise relating to, any Claims brought against any Seller Indemnitee claiming that any products manufactured or distributed by Buyer, any Buyer Background IP or the process by which such products are manufactured infringes the Intellectual Property Rights of a Third Party, but only if (i) Seller notifies Buyer promptly upon learning that the claim has been asserted (provided that a failure to provide such notice will not relieve Buyer of its obligations hereunder except to the extent material prejudice results therefrom), (ii) Buyer is afforded the right to exercise control over the defense of the claim and any negotiation for its settlement or compromise (provided that Buyer may not enter into any settlement or otherwise dispose of any Claim without Seller’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed) and (iii) Seller reasonably cooperates with Buyer in the defense or settlement of the Claim, at Buyer’s sole cost and expense. 7.5 Without limitation to section 7.3, in the event that the use of the Product pursuant to this Agreement, is enjoined, Seller promptly, at its sole cost and expense shall: (a) apply throughout procure for Buyer the actual or intended working life (whichever is longerright to continue to use the Product(s) of the relevant parts of the PROJECTwithout infringement; (b) entitle any person provide an appropriate, non-infringing substitute that is equivalent in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; andall material respects while otherwise complying with this Agreement as determined in Buyer’s reasonable discretion; (c) in the case event that none of CONTRACTOR’S DOCUMENTS which are the foregoing alternatives is available to Seller on commercially reasonable terms, then Seller may terminate the Order in question in respect of the form infringing Product(s), and Seller shall refund the amount actually paid by Buyer for the affected Product(s) in question to Buyer against return of computer programs the Product(s) and shall pay Buyer for any Losses incurred by Buyer as a result of Seller’s failure to provide non-infringing Product. In such event, Buyer may purchase substantially equivalent but non-infringing products from Third Parties, and the amounts of such purchases shall be credited against the Annual Base Quantities and/or Additional Quantities, as applicable. Buyer agrees that the liquidated damages available for Seller’s inability to supply non-infringing Product is the same as set forward in section 2.1 for the Seller’s inability or refusal to supply Annual Base Quantities of the Product for any reason, and such liquidated damages shall be Buyer’s sole and exclusive remedy for Seller’s termination of the Order pursuant to this section 7.5(c). 7.6 Seller shall have no obligation or liability under section 7.3 or 7.5 or otherwise insofar as any infringement arises directly from: (i) any modifications made to the Product(s) in question other software, permit their use on any computer on than by Seller; and/or (ii) the WORKSITE and other places as envisaged process by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY Product is used in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made a product manufactured or distributed by (or on behalf of Buyer. 7.7 Buyer recognizes that the trademarks, trade names, trade dress, and service marks of Seller constitute valuable intellectual property of Seller (the “Seller Marks”) and are owned solely and exclusively by Seller, and Buyer agrees not to claim any right, title, or interest in, or challenge Seller’s ownership of, the Seller marks. Seller recognizes that the trademarks, trade names, trade dress, and service marks of Buyer constitute valuable intellectual property of Buyer (the “Buyer Marks”) and are owned solely and exclusively by Buyer, and Seller agrees not to claim any right, title, or interest in, or challenge Buyer’s ownership of, the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-ClauseBuyer Marks.

Intellectual Property Rights. 17.1 As between 3.1 In the PARTIESevent that you are invited to attend an audition and any other subsequent stages of the Programme selection process you agree and consent to the filming and recording of your voice, conversation and sounds, including any performance of any musical composition(s), during and in connection with your application for the CONTRACTOR shall retain Programme at our discretion (the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause“Contribution”) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist use of your Contribution in the CONTRACTOR’S DOCUMENTS do Programme in whole or in part or not infringe at all. You irrevocably grant and assign us any and all copyright and other rights, title and interest in your Contribution so as to permit the intellectual property rights fullest use throughout the world of the Contribution or any part(s) thereof by all means and in all media in connection with the Programme or otherwise in perpetuity. For purposes of clarity, you accept that we have the right to edit, copy, adapt or translate the Contribution as we see fit and you irrevocably waive the benefits of and agree not to assert any provision of law known as "moral rights" or any similar laws of any third partyjurisdiction. 17.2 The CONTRACTOR shall 3.2 You further agree to the photographic and video material(s) and any other materials you have submitted (collectively referred to as the “Submission”) as part of your application to the Programme and/or your Contribution to be deemed featured in the Programme and you warrant that you have the necessary licences, rights, consents and permissions to authorise us to use your Submission in full or in part. You hereby grant us a worldwide, perpetual, royalty free and transferable licence (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (alicence) apply to use, edit, reproduce, record, modify, translate, distribute, play, perform, make available to others, prepare derivative works of and to display your Submission by any medium or method whether now known or later developed to be exercised in our sole discretion throughout the actual world for the full term of copyright and other rights and all renewable and extension thereof and you irrevocably waive the benefits of and agree not to assert any provision of law known as "moral rights" or intended working life any similar laws of any jurisdiction over your Submission. You agree to provide us with details of all such licences, rights, consents and permissions if we so request. 3.3 For the avoidance of doubt, you agree that we have no obligation whatsoever to return any materials (whichever is longerincluding without limitation, the Submission) which you have submitted as part of this application whether or not you are selected as a participant and that we are in no way obligated to use any such materials in connection with the Programme. 3.4 You hereby grant us the right to use your name, voice, likeness, photographs and any biographical material concerning you in connection with the promotion and exploitation of the relevant parts Programme and/or ancillary products/services and/or in connection with us and/or the broadcaster of the PROJECT; (b) entitle any person Programme, throughout the world in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) all media in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2perpetuity. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 1.1 Seller hereby assigns, transfers and sets over unto Buyer, its successors and assigns, Seller's entire right, title, and interest in and to the PARTIESTransferred Patents, and any and all continuations, continuations-in-part, renewals, reexaminations, reissues, divisionals, extensions, and foreign counterparts thereof, all priority rights pursuant to the CONTRACTOR shall retain International Convention for the INTELLECTUAL PROPERTY in Protection of Industrial Property for the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that Transferred Patents, and all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence rights to use xxx for, to claim and to recover for all past, present and future infringement thereof; the same to be held and enjoyed by Buyer for its own use and benefit, to grant the licence referred to in full end of the term for which the Transferred Patents are granted, as fully and entirely as the same would have been held by Seller had this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do assignment not infringe the intellectual property rights of any third partybeen made. 17.2 The CONTRACTOR shall be deemed (1.2 Seller will cooperate in executing appropriate documents reasonably requested by signing Buyer to complete formalities for perfecting the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use assignment and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) recording of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copyTransferred Patents, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completingincluding, operatingwithout limitation, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are assignments from Seller substantially in the form of computer programs assignment attached hereto in Schedule A, upon request of Buyer. Further, Seller agrees that, upon request and other softwarewithout further compensation, permit Seller and its employees, consultants, legal representatives, and its and their use on successors and/or assigns, will perform any computer on the WORKSITE and other places as envisaged by the CONTRACTall lawful acts, including replacements the execution of oaths, assignments, powers of attorney, and any computers supplied and all other papers, which Buyer, its successors, assigns, and/or representatives shall reasonably consider necessary for vesting, perfecting, recording, or maintaining the title of Buyer, its successors and assigns, to said Transferred Patents. All costs associated with the foregoing, including, but not limited to, all legalization and notarization costs, shall be borne by Buyer. 1.3 To the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts extent that any conflict exists between the terms of the form of assignment in Schedule A and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent terms of this Clause 17.2Agreement, the terms of this Agreement shall control. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES6.1 MSU is and shall be, the CONTRACTOR shall retain sole and exclusive owner of all right, title and interest throughout the INTELLECTUAL PROPERTY world in and to all the results and proceeds of the Services performed under this Agreement, including but not limited to the deliverables set forth in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that Statement of Work (collectively, the “Deliverables”), including all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same patents, copyrights, trademarks, trade secrets and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the other intellectual property rights (collectively “Intellectual Property Rights”) therein. Supplier agrees that the Deliverables are hereby deemed a "work made for hire" as defined in 17 U.S.C. § 101 for MSU. If, for any reason, any of the Deliverables do not constitute a "work made for hire," Supplier hereby irrevocably assigns to MSU, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.‌ 6.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure and withdrawal and any third partyother rights that may be known as "moral rights" (collectively, “Moral Rights”). Supplier hereby irrevocably waives, to the extent permitted by applicable law, any and all claims it may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables. 17.2 The CONTRACTOR 6.3 Upon the reasonable request of MSU, Supplier shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be deemed (by signing necessary to assist MSU to prosecute, register, perfect, record or enforce its rights in any Deliverables. In the CONTRACT) event MSU is unable, after reasonable effort, to give obtain Supplier’s signature on any such documents, Supplier hereby irrevocably designates and appoints MSU as its agent and attorney-in-fact, to act for and on Supplier’s behalf solely to execute and file any such application or have procured for other document and do all other lawfully permitted acts to further the COMPANY a nonprosecution and issuance of patents, copyrights or other intellectual property protected related to the Deliverables with the same legal force and effect as if Supplier had executed them. Xxxxxxxx agrees that this power of attorney is coupled with an interest. 6.4 Notwithstanding paragraph 6.1, to the extent that any of Supplier’s pre-terminable transferable nonexisting materials, are contained in the Deliverables, Supplier retains ownership of such pre-exclusive existing materials and hereby grants to MSU an irrevocable, worldwide, unlimited, royalty-free licence license to copyuse, use publish, reproduce, display, distribute copies of, and communicate the CONTRACTOR’S DOCUMENTSprepare derivative works based upon, including making such pre-existing materials and using modifications of them with the right derivative works thereof. MSU may assign, transfer and sublicense such rights to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANYothers without Supplier’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2approval. 17.3 The CONTRACTOR hereby waives6.5 Except for such pre-existing materials and Supplier’s obligations under the Statement of Work, and shall procure that each of its SUBCONTRACTOR waiveSupplier has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSDeliverables. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 10.1 The Funder and the PARTIESRecipient agree that all rights, title and interest in or to any information, data, reports, documents, procedures, forecasts, technology, Know-How and any other Intellectual Property Rights whatsoever owned by either the Funder or the Recipient before the Commencement Date or developed by either Party outside of the Project during the Grant Period, shall remain the property of that Party. 10.2 Notwithstanding the Funder's provision of the Grant, the CONTRACTOR Recipient shall retain own all Arising IPR. 10.3 The Recipient hereby grants the INTELLECTUAL PROPERTY in Funder an irrevocable, non-exclusive, royalty free, worldwide licence (with the CONTRACTOR’S DOCUMENTSright and power to sub-license and commercially exploit) to the Arising IPR. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Recipient shall also grant to the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have Funder a suitable non-exclusive, royalty free licence to use the Recipient's Background IPR in any way that the Funder considers necessary for the exploitation of the Arising IPR. If the Recipient receives Match Funding from any third party for the Project, it shall not grant a licence to such provider of Match Funding to the Arising IPR or the Background IPR on terms more advantageous than those given to the Funder or that would in any way infringe on the Funder's ability to make use of such Intellectual Property Rights and / or their commercial exploitation. 10.4 For the avoidance of doubt, the Recipient acknowledges that the Funder will grant a sub-licence to the Arising IPR and Recipient's Background IPR on the same and to grant terms as the licence referred granted to the Recipient under Clause 10.3 above in this Clausefavour of the Nuclear Decommissioning Authority (“NDA”) and to the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in extent necessary to use, exploit, or otherwise take advantage of the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 Arising IPR. The CONTRACTOR NDA shall be deemed (by signing entitled to use such Arising IPR and Recipient's Background IPR across the CONTRACT) to give to or have procured for the COMPANY NDA estate as they see fit, which shall include a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licencesfurther licences to such Arising IPR and Recipient Background IPR to third parties. 10.5 Where the Funder has provided the Recipient with any of its Intellectual Property Rights for use in connection with the Project (including without limitation its name and logo), the Recipient shall, on termination of this Agreement, cease to use such Intellectual Property Rights immediately and shall either return or destroy such data relating to Intellectual Property Rights as requested by the Funder. This The Recipient shall ensure that its studentship agreements with any students whose research is funded, whether in whole or in part, by the Grant, include provisions stating that the termination of this Agreement shall be without prejudice to the right of any PhD student to whom part of the Grant was advanced by the Recipient to make use of the Funder's Intellectual Property Rights in their research and / or those students' ability to publish their theses, but they shall not be entitled to use their research or theses for commercial purposes, and they shall not make use of the Funder's logo or other publicity material without the Funder's prior written consent. 10.6 Unless expressly provided by this Agreement the Funder does not transfer any of its Intellectual Property Rights to the Recipient or give any licence shallto use its Background IPR. The Funder shall give due consideration to any request for a licence to its Background IPR submitted by the Recipient. Any request for such a licence shall include details of: (a) apply throughout the actual or intended working life (whichever is longer) purpose of the relevant parts of the PROJECTsuch a licence; (b) entitle the research funded by the Grant that such a licence will support. The Funder shall respond to any person in proper possession request for a licence to its Background IPR as soon as reasonably practicable and, if it elects to refuse such a licence (acting reasonably), the Funder shall provide reasons. The Funder may, if it elects to grant such a licence (acting reasonably), attach conditions to its use (such as time limits, purposes and restrictions on sub-licencing, provided that the PhD student who needs to make use of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS Funder's Background IPR for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged research funded by the CONTRACT, including replacements Grant. 10.7 Each Party shall immediately give written notice to the other Party of any computers supplied actual, threatened or suspected infringement or unauthorised use of any Party’s Intellectual Property Rights under or in connection with this Agreement. 10.8 Neither Party shall take any action that might invalidate the Intellectual Property Rights owned by or licensed to the CONTRACTOR. other Party. 10.9 The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent provisions of this Clause 17.210 shall survive expiry or termination of this Agreement. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES5.1 The Supplier assigns (by way of both present and future rights) to GENEVA PEARL LTD, with full title guarantee and free from all third party rights, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY Intellectual Property Rights and all other rights in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist output of the Services (including any Deliverables) in each case with effect from their creation. 5.2 If the Supplier needs to use any of the Intellectual Property Rights assigned to GENEVA PEARL LTD in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in performance of the CONTRACTOR (or that Agreement and/or which belong to GENEVA PEARL LTD, GENEVA PEARL LTD grants to the CONTRACTOR has or shall then have Supplier a suitable non-exclusive, non-transferable, royalty free and revocable licence to use such Intellectual Property Rights solely in order to perform the same Agreement. Any licence granted under this Clause shall automatically terminate when the Agreement terminates/expires. 5.3 The Supplier shall procure irrevocable waivers of any moral rights in the output of the Services (including the Deliverables) to which any individual is now, or may be at any future time, entitled. 5.4 If in performing the Services the Supplier uses any Intellectual Property Rights owned by itself or a third party (other than GENEVA PEARL LTD), the Supplier shall grant to GENEVA PEARL LTD or shall procure for it a perpetual, non-exclusive, royalty free, transferable licence to use, develop, support or maintain such Intellectual Property Rights in order to enable GENEVA PEARL LTD to secure the full benefit of the Services and the rights assigned to grant the licence referred to in it under this Clause) . This shall include for the completion and use of the CONTRACTOR warrants output of the Services and for the purposes of providing services to its clients. 5.5 The Supplier shall indemnify and keep GENEVA PEARL LTD indemnified from and against any and all losses, costs, expenses, claims and other liabilities incurred by GENEVA PEARL LTD as a result of any claim that all INTELLECTUAL PROPERTY the use by GENEVA PEARL LTD of the Deliverables, the Services and/or Intellectual Property Rights for which may subsist the Supplier has secured or granted a licence in accordance with this Clause, infringes the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any a third party. 17.2 5.6 Any use of the name and/or logo of GENEVA PEARL LTD or The CONTRACTOR shall be deemed (by signing Client is subject to the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) prior written consent of the relevant parts of the PROJECT; (b) entitle any person in proper possession of party and compliance with the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2guidelines. 17.3 The CONTRACTOR hereby waives, and shall procure that each 5.7 All GENEVA PEARL LTD Materials are the exclusive property of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSGENEVA PEARL LTD. 17.4 5.8 All Client materials are the exclusive property of The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-ClauseClient.

Intellectual Property Rights. 17.1 As between You agree that this is Agreement conveys a limited license to use FITD Clothing."’s" Intellectual Property Rights, solely as part of the PARTIESSoftware (and not independently of it), and only for the CONTRACTOR effective Term of the license granted to you hereunder. Accordingly, your use of any of FITD Clothing."’s" Intellectual Property Rights independently of the Software or outside the scope of this Agreement shall be considered an infringement of FITD Clothing."’s" Intellectual Property Rights. This shall not limit, however, any claim FITD Clothing may have for a breach of contract in the event you breach a term or condition of this Agreement. You shall use the highest standard of care to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorised access. Except as expressly granted in this Agreement, FITD Clothing reserves and shall retain the INTELLECTUAL PROPERTY all rights, title, and interest in the CONTRACTOR’S DOCUMENTSSoftware, including all copyrights and copyrightable subject matter, trademarks and trademark able subject matter, patents and patentable subject matter, trade secrets, and other intellectual property rights, registered, unregistered, granted, applied-for, or both now in existence or that may be created, relating to the thereto. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now You (or the Organisation, if and as applicable) shall retain ownership of all Intellectual Property Rights in and to the work products that you create through or with the assistance of the Software. Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by you to FITD Clothing with respect to the Application shall remain the sole and exclusive property of FITD Clothing. FITD Clothing shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence free to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to use, copy, use modify, publish, or redistribute the Suggestions for any purpose and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with in any way without any credit or any compensation to you. FITD Clothing reserves the right to grant sub-licencesmodify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you. This licence shall: (a) apply throughout FITD Clothing may from time to time provide enhancements or improvements to the actual or intended working life (whichever is longer) features/ functionality of the relevant parts Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates"). Updates may modify or delete certain features and/or functionalities of the PROJECT; Application. You agree that FITD Clothing has no obligation to (bi) entitle provide any person in proper possession Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the relevant Application to you. You further agree that all Updates will be (i) deemed to constitute an integral part of the PROJECT Application, and (ii) subject to copy, use the terms and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent conditions of this Clause 17.2Agreement. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 40.1 It shall be a condition of this Agreement that, except to the PARTIESextent that the Goods are made up in accordance with designs furnished by the Welsh Ministers, none of the Goods will infringe any Intellectual Property Rights of any third party and the Supplier shall fully indemnify the Welsh Ministers and the Crown against all actions, suits, claims, demands, losses, charges, costs and expenses which the Welsh Ministers or the Crown may suffer or incur as a result of or in connection with any breach of this Clause 40. 40.2 The Supplier shall obtain the Welsh Ministers’ approval before using any material in relation to the performance of the Agreement which is or may be subject to any third party Intellectual Property Rights. Where such approval is given by the Welsh Ministers, the CONTRACTOR Supplier shall retain procure that the INTELLECTUAL PROPERTY owner of the rights grants to the Welsh Ministers a non-exclusive licence or, if itself a licensee of those rights, shall grant to the Welsh Ministers an authorised sub-licence to use, reproduce, modify, adapt and enhance the material subject to such rights. Such licence shall be perpetual and irrevocable and shall be granted at no cost to the Welsh Ministers. 40.3 All Intellectual Property Rights in any specifications, instructions, plans, drawings, patterns, models, designs or other material: 40.3.1 furnished to or made available to the Supplier by the Welsh Ministers pursuant to this Agreement shall remain the property of the Welsh Ministers; 40.3.2 prepared by or for the Supplier for use, or intended use, in relation to the performance of this Agreement are hereby assigned to and vest in the CONTRACTOR’S DOCUMENTSCrown absolutely, and without prejudice to Clause 19 (Confidentiality) the Supplier shall not and shall procure that all Supplier Parties shall not (except to the extent necessary for the implementation of this Agreement) without prior approval of the Welsh Ministers use or disclose any such Intellectual Property Rights or any other information (whether or not relevant to this Agreement) which the Supplier may obtain pursuant to this Agreement except information in the public domain otherwise than in breach of this provision, and in particular (but without prejudice to the generality of the foregoing) the Supplier shall not refer to the Welsh Ministers or the Agreement in any advertisement without the Welsh Ministers’ prior approval. 40.4 The Supplier shall forthwith notify the Welsh Ministers if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right in connection with the performance of the Agreement. The CONTRACTOR warrants Supplier shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith provided always that the Supplier shall consult the Welsh Ministers on all INTELLECTUAL PROPERTY substantive issues which arise during the conduct of such litigation and negotiations and shall, in such conduct, take due and proper account of the interests of the Welsh Ministers. 40.5 The Welsh Ministers shall at the request of the Supplier afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Welsh Ministers or the Supplier for infringement or alleged infringement of any Intellectual Property Right in connection with the performance of the Agreement and shall be repaid all costs and expenses (including but not limited to legal costs and disbursements on a solicitor and Welsh Ministers basis) incurred in doing so. 40.6 The Welsh Ministers shall not make any admissions which may subsist be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Welsh Ministers or the Supplier in connection with the performance of the Agreement. 40.7 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right is made in connection with the Agreement or in the CONTRACTOR’S DOCUMENTS are now reasonable opinion of the Supplier is likely to be made, the Supplier shall at its own expense and subject to the approval of the Welsh Ministers (not to be unreasonably withheld or delayed) either: 40.7.1 modify any or all of the Goods without reducing the quality or fitness for purpose of the same, or substitute alternative Goods of equivalent quality and fitness for purpose, so as to avoid the infringement or alleged infringement, provided that this Agreement shall be on their creation) vested in apply mutatis mutandis to such modified Goods or to the CONTRACTOR (or that the CONTRACTOR has or shall then have substituted Goods; or 40.7.2 procure a suitable licence to use the same and Intellectual Property Rights which are the subject of the infringement or alleged infringement, on terms which are acceptable to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third partyWelsh Ministers. 17.2 40.8 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent foregoing provisions of this Clause 17.2.40 shall not apply insofar as any such claim or demand or action is in respect of: 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, 40.8.1 any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made use by (or on behalf ofof the Welsh Ministers of Goods in combination with any item not supplied or authorised by the Supplier (which shall act reasonably in giving such authorisation) where such use of the Contractor Goods and/or Services directly gives rise to the claim, demand or action; or 40.8.2 the use by the Welsh Ministers of the Goods in a manner not reasonably inferred from the Specification; or 40.8.3 the Welsh Ministers’ unreasonable refusal to accept modified or substitute Goods pursuant to Clause 40.7.1 above. 40.9 If the Supplier has availed itself of the rights to modify or substitute the Goods or to procure a licence and such exercise of the said rights has avoided any claim, demand or action for infringement, then the Supplier shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted have no further liability under this Sub-ClauseClause 40 in respect of the said claim, demand or action. 40.10 If a modification or substitution in accordance with Clause 40.7.1 above is not possible so as to avoid the infringement and the Supplier has been unable to procure a licence in accordance with Clause 40.7.2, Clause 40.1 shall apply. 40.11 The foregoing states the entire liability of the Supplier with regard to the infringement of any Intellectual Property Right in connection with the performance of the Agreement. 40.12 At the termination of the Agreement the Supplier shall immediately return to the Welsh Ministers all materials, work or records held, including any back up media. 40.13 The provisions of this Clause 40 shall apply during the continuance of this Agreement and indefinitely after its termination or expiry howsoever arising. This agreement has been entered into on the date stated at the beginning of it.

Intellectual Property Rights. 17.1 As between 7.1 The Supplier assigns to the PARTIESUniversity, with full title guarantee and free from all third party rights, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY Intellectual Property Rights and all other rights in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants Deliverables, provided that the Supplier shall not transfer or assign: (a) copyright in any product of the Services that may be owned by a third party and which has been identified as such; (b) the Supplier’s name or trade-marks; or (c) the Supplier’s copyright in its methods of work, working papers, computer programmes, methodologies, skills, experience, expertise and any associated or related information maintained by the Supplier in any form, all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) Intellectual Property Rights therein remaining vested in the CONTRACTOR (or Supplier. To the extent that the CONTRACTOR has matters excluded in item (c) above are comprised, incorporated or required in connection with a Deliverable, the Supplier shall then have grant to the University a suitable non-exclusive, world-wide, sub-licensable, royalty free licence to use the same and to grant such extent as is necessary to enable the licence referred University to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, make reasonable use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for Services. For the purposes of completingdelivering services to the University or other customers, operatingthe Supplier shall be entitled to use, maintainingdevelop or share knowledge, alteringexperience and skills of general application gained through performing the Services. 7.2 The Supplier shall, adjustingpromptly at the University's request, repairing and decommissioning the PROJECT; and do (cor procure to be done) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such further acts and execute things and the execution of all such other documents as the COMPANY University may reasonably from time to time require which for the COMPANY purpose of securing for the University the full benefit of this agreement, including all right, title and interest in and to the Intellectual Property Rights and all other rights assigned to the University in accordance with clause 7.1. 7.3 The Supplier shall obtain waivers of any moral rights in the COMPANY’s reasonable opinion considers necessary products of the Services (including the Deliverables) to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, which any rights it individual is now or may have be at any future time entitled under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 or any similar provisions of law in any jurisdiction. 7.4 All University Materials and all other materials, equipment, tools, dies, moulds, copyright, design rights or any foreign corresponding other forms of intellectual property rights in all drawings, specifications and data supplied by the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS University to the Supplier or not so supplied but used by the Supplier specifically under the agreement shall at all times be and other design documents made remain the exclusive property of the University but shall be held by the Supplier in safe custody at its own risk and maintained and kept in good condition by the Supplier until returned to the University (or provided to the University on behalf ofwritten request from the University) the Contractor and shall not, without the Contractor's consent, not be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes disposed of other than those permitted under this Sub-Clausein accordance with the University's written instructions, nor shall such items be used otherwise than as authorised by the University in writing.

Intellectual Property Rights. 17.1 As 10.1 If during his employment the Consultant shall whether during the course of his normal duties or other duties specifically assigned to him (whether or not during working hours) and whether alone or in conjunction with another originate or obtain any rights over any work or subject matter related to the Company's work or work for a client to which the Consultant shall have been assigned (whether or not registrable) and in which any Intellectual Property Rights may subsist he shall forthwith disclose the same to the Company and shall (subject to the effect of sub-clause 10.2) regard himself in relation thereto as a trustee for the Company. 10.2 The Consultant (to the extent that the same does not vest in the Company by operation of law or under this Agreement) hereby assigns to the Company with full title guarantee by way of assignment of present and future Intellectual Property Rights all that the Consultant's rights title and interest in and to all material written devised or obtained by the Consultant and pertaining to the operation or business for the time being of the Company or resulting from or suggested by any work which the Consultant shall carry out during the continuance of his employment hereunder or has already done prior to the date of this Agreement and all rights of action for damages for infringement of such Intellectual Property Rights including so called conversion damages to hold the same absolutely for the entire period of such Intellectual Property Rights and any renewals and extensions thereof and thereafter in perpetuity and the Consultant hereby waives such rights of paternity and integrity as he would otherwise have been entitled to exercise pursuant to part 1 of Chapter IV Copyright Design and Patents Xxx 0000. 10.3 It is agreed that for the purpose of the proviso to Section 2(1) of the Registered Designs Xxx 0000 the covenant on the part of the Company in this regard shall as between the PARTIES, Company and the CONTRACTOR Consultant be treated as good consideration and the Company shall retain be treated for the INTELLECTUAL PROPERTY purpose of that Act as the proprietor of any design of which the Consultant may be the author in the CONTRACTOR’S DOCUMENTS. circumstances described in sub-clause 10. 10.4 The CONTRACTOR warrants Consultant hereby agrees and undertakes that he will execute such deeds or documents and do all INTELLECTUAL PROPERTY which such acts and things as may subsist be necessary or desirable to substantiate the rights of the Company in respect of the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence matters referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 15.1 Except as expressly granted herein, all Intellectual Property Rights in and to the PARTIESUOB API Developer, the CONTRACTOR APIs and the API Data shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vest and remain vested in the CONTRACTOR (Bank or its licensors. 15.2 To the extent that you acquire any new Intellectual Property Rights in the CONTRACTOR has or shall then have a suitable licence to use the same Application, and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist extent you own or acquire any Intellectual Property Rights in the CONTRACTOR’S DOCUMENTS UOB API Developer, APIs, or API Data, or in any modifications to the APIs, you shall assign or procure the assignment of, and hereby assign, such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Bank or any relevant third party nominated by the Bank. You shall execute all such documents and do such things as the Bank may consider necessary to give effect to this clause. 15.3 You represent and warrant that our use of the Application and any copying of the Application will not violate or infringe the rights (including intellectual property rights rights) of any third party. You acknowledge and agree that all Intellectual Property Rights in any modifications or enhancements you make to the APIs shall vest in the Bank upon creation, and the Bank shall be entitled to use any information provided by you relating to modifications or enhancements that could be made to the APIs, without you having any right of compensation for the same. 17.2 The CONTRACTOR 15.4 Except as provided to the contrary in Clause 15.2, Intellectual Property Rights in and to the Application shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use vest and communicate the CONTRACTOR’S DOCUMENTS, including making remain vested in you. 15.5 You acknowledge and using modifications of them with the right to grant sub-licences. This licence shallagree that: (a) apply throughout the actual APIs and API Data contain confidential and proprietary information and you shall not conceal, modify, remove, destroy or intended working life (whichever is longer) alter in any way any proprietary markings of the relevant parts of Bank on or in the PROJECTAPIs, API Data or any related materials and documentation; (b) entitle all trade marks, logos and service marks (collectively, the “Trade Marks”) which appear on the UOB API Developer or any person in proper possession of the relevant part APIs are registered and unregistered Trade Marks or are licensed for use by the Bank by third parties, and that all other Trade Marks are proprietary marks and are registered to their respective owners; (c) nothing contained on the UOB API Developer or any of the PROJECT APIs should be construed as granting, by implication or otherwise, any licence or right to copy, use and communicate any Trade Marks displayed on the CONTRACTOR’S DOCUMENTS for UOB API Developer or any of the purposes APIs without the written permission of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTBank or such third party who owns the Trade Mark; and (cd) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on you shall not deal with any computer Trade Mark displayed on the WORKSITE and UOB API Developer, or any other places as envisaged by content on the CONTRACTUOB API Developer, including replacements contrary to the provisions of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent these Terms of this Clause 17.2Use. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between The Contractor shall ensure that, for the PARTIESduration of this Contract, it will maintain all licences and consents necessary to enable it to provide the CONTRACTOR Services and in particular shall retain ensure that its provision of the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do Services does not infringe the intellectual property rights Intellectual Property Rights of any third party and, where necessary, it grants and/or shall procure for the benefit of the Customer within the United Kingdom any licences necessary to enable the Customer to receive the Services without infringing the Intellectual Property Rights of any third party. 17.2 . The CONTRACTOR Contractor shall be deemed indemnify and keep indemnified the Customer against any direct losses, liabilities, costs, claims, damages, awards and expenses arising out of any claims that the Services (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACTServices, including replacements the use of a deliverable) infringe the Intellectual Property Rights of whatever nature of a third party. The Customer shall notify the Contractor promptly if the Customer becomes aware of any computers supplied by claim being made or action being threatened or brought against the CONTRACTORCustomer, which is likely to result in an indemnity claim against the Contractor pursuant to Clause 3.2. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent Customer shall: not make any admissions or settlement of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I claim of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights kind referred to in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, Clause 3.2 without the Contractor's consentprior written consent (such consent not to be unreasonably withhold and/or delayed); give the Contractor all such reasonable assistance and information as it may reasonably require in order to respond to any claim of the kind described in Clause 3.2; and at the Contractor's cost and expense, be usedallow the Contractor complete control over the defence and/or settlement of any action or claim of the kind described in Clause 3.2. The Contractor shall give the Customer the earliest possible notice in writing of any actual claims against the Contractor that the Services (or any part of them) infringe the Intellectual Property Rights of whatever nature of a third party. Without prejudice to the provisions of Clause 3.2, copied or communicated to if a third party by brings a claim that the Services (or on behalf ofany part of them) infringes any Intellectual Property Rights of that third party, of if the Employer Contractor reasonably considers that such a claim may be made, the Contractor may (at its own option and expense): modify or replace the infringing element of the Services so as to avoid the infringement provided that such modification or replacement shall not materially affect the delivery of the Services, with the Contractor making good to the Customer any direct losses suffered by the Customer during or as a result of the modification or replacement; or procure for purposes other than those permitted under the Customer the right to retain and continue to use the affected article. If the Contractor modifies or replaces the infringing element, the modified/replacement item must comply with the terms of this Sub-ClauseContract, including any warranties and any specifications.

Intellectual Property Rights. 17.1 As between 15.1. All results from the PARTIESprovision of the Services and the Intellectual Property subsisting in them shall from the time it arises be the property of UCLan. The Consultant assigns (including, to the CONTRACTOR shall retain extent necessary, by way of future assignment) with full title guarantee to UCLan all such results and Intellectual Property and all statutory or common law rights attaching to them and each of them. 15.2. Insofar as there is Background Intellectual Property the INTELLECTUAL PROPERTY Consultant grants to UCLan a non-exclusive, royalty-free, world-wide, irrevocable, free assignable, perpetual licence to the same. 15.3. The Consultant undertakes that it shall, at UCLan’s cost, execute such further documents and do such acts as may be necessary for securing, confirming or vesting absolutely UCLan’s full rights, title and interest in the CONTRACTOR’S DOCUMENTSresults and Intellectual Property referred to in clause 15.1 in UCLan and for conferring on UCLan all rights of action in respect of any claim for infringement by third parties. 15.4. If at any time the Consultant or Personnel (whether alone or with any other person) in the course of the provision of the Services makes or discovers any invention, development, improvement or process (in this clause an “Invention”) the Consultant shall treat the Invention and all information relating to it as confidential to UCLan and the Invention shall belong to UCLan absolutely, and clauses 15.1 and 15.3 shall apply. 15.5. The CONTRACTOR Consultant warrants that all INTELLECTUAL PROPERTY which may subsist Intellectual Property arising out of the work done by the Personnel for the Consultant relating to the Services shall vest in the CONTRACTOR’S DOCUMENTS are now Consultant (or shall and be on their creationassigned to UCLan) vested in the CONTRACTOR (or and that the CONTRACTOR has Personnel will have no right, title or shall then have a suitable licence to use the same and to grant the licence referred to interest in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third partysuch Intellectual Property. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR15.6. The CONTRACTOR Consultant hereby undertakes to do all such acts irrevocably and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, unconditionally waives (and shall procure that each the Personnel shall so waive) in favour of its SUBCONTRACTOR waive, UCLan any and all moral rights it may have under Chapter IV (Moral Rights) conferred on the Consultant and on the Personnel in respect of Part I any copyright work created in the carrying out of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSServices. 17.4 15.7. The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor provisions of this clause 15 shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer continue in effect notwithstanding termination of this Agreement for purposes other than those permitted under this Sub-Clauseany reason.

Intellectual Property Rights. 17.1 As between 3.1. End User hereby expressly acknowledges and agrees that, save only for rights granted under this XXXX, all rights, titles and interests in and to the PARTIESIntellectual Property Rights subsisting in or used in connection with the Software, including but not limited to the Software's look and feel, data, information, text, graphics, images, sound or video materials, photographs, designs, trademarks, trade names, URLs and content provided by third parties that are licensed to BLU5 are owned by Blu5 or its third party licensors. All rights are reserved and any rights not expressly granted herein are withheld. End User shall not and shall ensure that is Authorised Users do not during or at any time after the expiry or termination of this Agreement in any way question or dispute the ownership of such content by Blu5 or its licensors thereof. 3.2. Without limiting the generality of the foregoing, the CONTRACTOR “BLU5” name, “SEdesk” and any logos, service marks, slogans, product names and designations and other proprietary indicia associated with Blu5, the Software or any other Blu5 Products, whether registered or unregistered (collectively, “Trademarks”) are Blu5’s property and may not be used without Blu5’s prior written permission which may be withheld in Blu5’s absolute and sole discretion. End User hereby acknowledges that that any rights of goodwill or other rights that may arise in relation to End User’s permitted use of the said Trademarks shall retain accrue to Blu5 for its exclusive benefit and ownership. 3.3. If the INTELLECTUAL PROPERTY Software becomes, or in Blu5’s reasonable opinion is likely to become, the CONTRACTOR’S DOCUMENTSsubject of a third party claim for infringement of any copyright, Blu5 may at its option and expense, either (a) obtain the right for End User and its Authorised Users to continue using the Software in accordance with the XXXX; (b) replace or modify the Software so that it becomes non-infringing while retaining substantially similar functionality; or (c) if neither of the foregoing remedies can be reasonably effected, terminate this XXXX and the Licence. 3.4. If the End User shall at any time devise, discover or acquire rights in any improvement, enhancement or modification to any Blu5 Products (“Improvement”), the End User shall promptly notify Blu5 in writing giving details of it and provide to Blu5 such information or explanation as Blu5 may reasonably require to be able effectively to utilise the same. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or End User shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable nonexclusive, perpetual, irrevocable, sub-exclusive licensable, transferrable, royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of world to Blu5, for Blu5 to use, adapt and/or incorporate such Improvement in all Blu5 Products for sale and distribution to any other licensees and/or users, which licence shall also extend to any patent granted in relation to the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Improvement. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 12.1 The CONTRACTOR hereby assigns (and will procure the PARTIESassignment) with full title guarantee to the CPS all INTELLECTUAL PROPERTY RIGHTS owned by the CONTRACTOR or any SUB-CONTRACTOR in all DATA, reports, drawings, specifications, designs, inventions, plans, programs or other material to be produced by the CONTRACTOR or acquired by the CPS in the course of the performance of the SERVICES (the “DOCUMENTATION”) and any other material which is generated by the CONTRACTOR or any SUB-CONTRACTOR in the performance of the SERVICES and waives (and shall procure the waiver of) any moral rights relating to the DOCUMENTATION. The CONTRACTOR shall not (and shall procure that no SUB-CONTRACTOR shall) reproduce, publish or supply the DOCUMENTATION to any PERSON other than the CPS without the prior consent of the CPS in writing. 12.2 In performing the SERVICES the CONTRACTOR shall retain obtain the prior consent of the CPS in writing before utilising any material, which is or may be subject to any INTELLECTUAL PROPERTY RIGHTS of the CPS or any third parties and shall procure in favour of the CPS any necessary licences relative thereto on such terms as the CPS may approve. 12.3 The CONTRACTOR shall indemnify the CPS against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of:- 12.3.1 any claim that any DOCUMENTATION infringes any INTELLECTUAL PROPERTY RIGHT of any third parties; and 12.3.2 any breach by the CONTRACTOR of this Condition. 12.4 The CPS shall promptly notify the CONTRACTOR if any claim is made against the CPS to which Condition 12.3 may apply. 12.5 The CPS shall indemnify the CONTRACTOR against all claims , demands, actions, costs, expenses (including but not limited to legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any claim that any material provided to the CONTRACTOR by the CPS for the purposes of the SERVICES infringes any INTELLECTUAL PROPERTY RIGHT of any third party, provided always that the same have been utilised by the CONTRACTOR solely for the purposes of carrying out its obligations under this CONTRACT. 12.6 The CONTRACTOR shall promptly notify the CPS if any claim is made against the CONTRACTOR to which Condition 12.5 may apply. 12.7 Where a party (the “INDEMNIFIED PARTY”) makes a claim under the indemnities in Conditions 12.3 or 12.5 against the other (the “PAYING PARTY”), the PAYING PARTY shall be entitled to conduct the defence of such claim including defending any proceedings and the IMDEMNIFIED PARTY shall not without the consent of the PAYING PARTY make any admissions or offers of settlement in relation to such claim and shall at the PAYING PARTY’s cost offer all reasonable assistance to the PAYING PARTY in the CONTRACTOR’S DOCUMENTS. defence of such claim. 12.8 The CONTRACTOR warrants will sign such documents and do all such things as may be necessary to vest in the CPS INTELLECTUAL PROPERTY RIGHTS in the DOCUMENTATION and to protect, defend and enforce such rights. 12.9 The CONTRACTOR acknowledges that the DATA of the CPS is the property of the CPS and hereby reserves all INTELLECTUAL PROPERTY RIGHTS which may subsist in the CONTRACTOR’S DOCUMENTS are now (DATA. The 12.10 This Condition shall survive the expiry or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent termination of this Clause 17.2CONTRACT howsoever arising. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 9.1 The SELLER warrants and represents that none of the PARTIESGOODS supplied under this PURCHASE ORDER and TASK FORM nor any devices or processes embodied therein constitutes or involves an infringement of any existing copyright, patent, trademark, registered design or any other intellectual property rights and the SELLER hereby agrees to hold harmless and indemnify the PURCHASER against all costs, charges, expenses and damages arising from any claim that the use or sale of any of the GOODS so supplied constitutes or involves any such infringements. 9.2 The SELLER warrants and represents that the design, quality and the material or components of the GOODS to be supplied under this PURCHASE ORDER and TASK FORM comply in all respects with any applicable Statute, Statutory Order or other such instruments in force at the time of supply, including, without limitation, the CONTRACTOR Sale of Goods Xxx 0000, by the Supply of Goods & Services Xxx 0000, by the Sale and Supply of Goods Xxx 0000. 9.3 Any drawings, specifications, data, documents, and other information provided by the PURCHASER to the SELLER in connection with the PURCHASE ORDER and TASK FORM and all intellectual property rights therein shall retain remain the INTELLECTUAL PROPERTY in property of the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) PURCHASER and the CONTRACTOR warrants that SELLER shall at all INTELLECTUAL PROPERTY which may subsist in times keep confidential all such information and return it to the CONTRACTOR’S DOCUMENTS do not infringe PURCHASER on demand or upon completion of the PURCHASE ORDER. 9.4 Save with respect to any pre-existing SELLER intellectual property rights, the intellectual property rights in all GOODS specifically created by the SELLER under the PURCHASE ORDER shall vest immediately and exclusively in the PURCHASER and the SELLER hereby waives all moral rights in such specifically created GOODS. In respect of any third party. 17.2 The CONTRACTOR shall be deemed (by signing such pre-existing intellectual property rights, the CONTRACT) SELLER hereby grants to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-PURCHASER an irrevocable royalty free licence to copyuse, use and communicate copy or modify the CONTRACTOR’S DOCUMENTSsame, including making and using modifications of them with the right or to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT license such matter to copy, use and communicate the CONTRACTOR’S DOCUMENTS third parties for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2PURCHASER‟s business purposes. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 9.1 All Intellectual Property Rights in Deliverables shall vest in IQUAD or its licensors. IQUAD hereby grants the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have Client a suitable non-exclusive non-transferable licence to use the same Deliverables for the purpose for which they were supplied. 9.2 The Client shall follow all reasonable instructions that IQUAD gives from time to time with regard to the use of trademarks, copyrights, database rights and to grant the licence referred to other notice of ownership rights of IQUAD and/or its licensors. 9.3 Nothing in this Clause) Agreement shall prevent IQUAD from using any Know how gained, nor limit IQUAD’s ownership of IQUAD Service Tools used or developed during any Service. 9.4 If the Client receives a claim from a third party alleging that their use in the UK of any Deliverables infringes that party's Intellectual Property Rights in the UK and the CONTRACTOR warrants EEC, IQUAD will defend the Client against that claim at IQUAD's expense and pay all INTELLECTUAL PROPERTY which may subsist in costs, damages, and legal fees under any final judgement or settlement made by IQUAD, provided that the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shallClient: (a) apply throughout the actual or intended working life (whichever is longer) Promptly notifies IQUAD in writing of the relevant parts of the PROJECT;claim; and (b) entitle Does not at any person in proper possession time admit liability or otherwise settle or compromise, or attempt to settle or compromise the claim except upon the express instructions of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTIQUAD; and (c) Allows IQUAD to control, and co-operates with IQUAD in, the defence and any related settlement negotiations. 9.5 IQUAD shall not be liable under the indemnity in Clause 9.4 if the case claim has been caused by: (a) any correction or modification of CONTRACTOR’S DOCUMENTS which the Deliverables performed by a party other than IQUAD, its sub-contractors or agents, or (b) the combination of the Deliverables with the Client’s or its sub-contractors software or items, or (c) work done in accordance with the Client's specifications or instructions. 9.6 In the event of such a claim, the Client agrees to permit IQUAD to take whatever steps are necessary to enable continued use of Deliverables, or to modify them, or replace them with Deliverables that are at least functionally equivalent. If in IQUAD's opinion none of these alternatives are reasonably available, the form Client shall return the Deliverable(s) giving rise to the claim upon IQUAD's written request and IQUAD will refund the Charges paid by the Client in respect of computer programs and other the relevant Deliverable(s). 9.7 This Clause sets out IQUAD's entire obligation to the Client regarding any claim of infringement of Intellectual Property Rights. 9.8 Some software, permit their use on any computer on from third parties licensing such Software to IQUAD, delivered as part of a Service, may be subject to licensing terms and conditions which accompany them. Such terms and conditions shall take precedence over this Agreement for the WORKSITE and other places as envisaged by the CONTRACT, including replacements supply of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2software. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between All work produced by the PARTIESConsultant under this agreement, including, without limitation, the CONTRACTOR Outcomes, and all inventions, recommendations, improvements, computer programs, designs, specifications, operating instructions, notes, and all other documentation in relation to the Work Order, whether preliminary or final, and on whatever media rendered (collectively, the “Work Product”), shall retain the INTELLECTUAL PROPERTY be deemed work made for hire and made in the CONTRACTOR’S DOCUMENTScourse of services rendered under this agreement and shall be the exclusive property of the Client. All Intellectual Property Rights in the Work Product, whether on the date of receipt of the Work Product or anytime thereafter, shall belong exclusively to the Client and shall vest in the Client unconditionally from the time the Work Product is created, developed, written or prepared, and the Consultant shall, at its own expense, take all steps and sign all deeds and documents necessary to vest those rights in the Client. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Consultant hereby grants to the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in Client from the CONTRACTOR (or that the CONTRACTOR has or shall then have date of this agreement a suitable licence non-exclusive, non-transferable, irrevocable and royalty-free license to use the same Consultant IP solely to the extent necessary to receive the Services or use the Work Product for the Client’s business purposes and to grant sub-licence third parties to use the licence referred Consultant IP for such purposes. In consideration of the Client entering into the agreement, the Consultant:  as beneficial owner, assigns to in the Client for all purposes the copyright and (to the extent capable of assignment under this Clause) and the CONTRACTOR warrants that clause 0 all INTELLECTUAL PROPERTY which may subsist other Intellectual Property Rights in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use Work Product; and communicate the CONTRACTOR’S DOCUMENTS, including making  unconditionally and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, irrevocably waives and shall procure that each all of its SUBCONTRACTOR waive, the Consultant Personnel unconditionally and irrevocably waive all moral rights that exist or may exist in the Work Product to which they are now or may at any rights it may have future time be entitled under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and Act 1988 or any foreign corresponding rights similar provisions of law in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by any jurisdiction, including (or on behalf ofbut without limitation) the Contractor right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Work Product or other materials infringes the Consultant’s moral rights and the Consultant undertakes to employ the Consultant Personnel only on terms containing such an unconditional and irrevocable waiver on the part of the Consultant Personnel. The Consultant undertakes:  to keep confidential details of all Work Product;  whenever requested to do so by the Client and in any event on the completion of a Work Order, promptly to deliver to the Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Work Product created pursuant to that Work Order and the process of their creation which are in his possession, custody or power. The Consultant represents, warrants and undertakes that the Work Product will be, so far as it does not comprise material originating from the Client, its employees, agents or sub-contractors, original works of authorship and its use or possession by the Client or the Consultant will not subject the Client or the Consultant to any claim for infringement of any Intellectual Property Rights of any Third Party. The Consultant undertakes to defend the Client from and against any claim or action that the use or possession of the Work Product or any part of it infringes the Intellectual Property Rights of a Third Party (“IPR Claim”) and shall notindemnify the Client from and against any losses, without damages, costs (including legal fees) and expenses incurred by or awarded against the Contractor's consent, be used, copied Client as a result of or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clausein connection with any IPR Claim.

Intellectual Property Rights. 17.1 As between 8.1 The Customer acknowledges and agrees that: 8.1.1 Crimson Tide and/or its licensors own all Intellectual Property Rights relating to the PARTIES, Software and the CONTRACTOR shall retain Specification used to provide the INTELLECTUAL PROPERTY in Service or developed during the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in provision of the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in Service; and 8.1.2 this Agreement does not grant the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence Customer any permission to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of or exploit any third partysuch Intellectual Property. 17.2 8.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) Customer grants to give to or have procured for the COMPANY Crimson Tide a royalty-free, non-terminable transferable non-exclusive royalty-free licence to copy, use modify, distribute, store and communicate process any Customer Content for the CONTRACTOR’S DOCUMENTSTerm for the purpose of branding and thereafter providing the Service to the Customer and Authorised Users and where required, to delete or remove the same to protect the integrity of any other data held by Crimson Tide. 8.3 Subject to the provisions of clause 8.5, Crimson Tide shall indemnify the Customer against all claims, actions, proceedings, losses, damages, expenses and costs (including making without limitation court costs and using modifications reasonable professional fees) arising out of them or in connection with any claim that the right to grant sub-licences. This licence shallService infringes any Intellectual Property Rights, provided that: (a) apply throughout the actual or intended working life (whichever 8.3.1 Crimson Tide is longer) given prompt written notice of the relevant parts of the PROJECTany such claim; (b) entitle any person 8.3.2 the Customer provides reasonable co-operation to Crimson Tide in proper possession the defence and settlement of the relevant part of the PROJECT to copysuch claim, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTat Crimson Tide's expense; and (c) in 8.3.3 Crimson Tide is given sole authority to defend or settle the case of CONTRACTOR’S DOCUMENTS which are in claim. 8.4 In the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements defence or settlement of any computers supplied by claim, Crimson Tide may procure the CONTRACTOR. The CONTRACTOR hereby undertakes right for the Customer to do all continue using the Service, replace or modify the Service so that it becomes non-infringing or, if such acts and execute such documents as remedies are not reasonably available, terminate this Agreement on 2 Business Days' notice to the COMPANY may reasonably require which Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the COMPANY Customer (save for a pro-rata reimbursement of any Subscription Fees paid in advance for the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2then current invoicing period). 17.3 The CONTRACTOR hereby waives8.5 In no event shall Crimson Tide, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: 8.5.1 any modification of the Service by anyone other than Crimson Tide (or its authorised representatives); or 8.5.2 the Customer's use of the Service in a manner contrary to this Agreement and any other reasonable written instructions given to the Customer by Crimson Tide; or 8.5.3 the Customer's continued use of the Service after notice of the alleged or actual infringement from the Crimson Tide or any competent authority. 8.6 Clause 8.3 states the Customer's sole and exclusive rights and remedies, and shall procure that each Crimson Tide's entire obligations and liability, for infringement of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights Intellectual Property Rights in the CONTRACTOR’S DOCUMENTSconnection with this Agreement. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 10.1. Ownership of all GENIUSWORKS Rights shall vest in and remain with GENIUSWORKS. Subject to Clause 10.2 hereof, GENIUSWORKS does not by this Agreement grant CLIENT any right, title, license or interest in or to any GENIUSWORKS Rights, including any software or documentation, or in any related patents, copyrights, trade secrets or other proprietary intellectual property. CLIENT shall acquire no rights of any kind in or to any GENIUSWORKS trademark, service xxxx, trade name, logo or product or service designation under which GENIUSWORKS products or services were or are marketed (whether or not registered) and shall not use the PARTIESsame for any reason except as expressly authorized in writing by GENIUSWORKS prior to such use, but in no event for a period longer than the CONTRACTOR Term. 10.2. Notwithstanding the foregoing, GENIUSWORKS shall retain give license to the INTELLECTUAL PROPERTY CLIENT for the duration of the Term to use of GENIUSWORKS Rights as is directly and unavoidably required by the CLIENT in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall order to be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence able to use the same GENIUSWORKS Services (including any documentation or software which GENIUSWORKS makes available to the CLIENT for use pursuant to this Agreement) during the Term. 10.3. Any license granted under this Section 10 shall be non-transferable, non-sub licensable, nonexclusive and royalty free and shall be limited to grant the licence referred Term in respect of the GENIUSWORKS Services or CLIENT Services to in which the license relates and shall be granted only for the purpose of fulfilling the respective Party’s rights and obligations under this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist Agreement. 10.4. Neither Party shall reverse engineer, decompile or disassemble any software comprised in the CONTRACTOR’S DOCUMENTS do other Party’s Intellectual Property Rights. 10.5. CLIENT represents and warrants to GENIUSWORKS that no Third Party Intellectual Property Rights will be infringed during the provision of CLIENT Services and that the CLIENT Content does not infringe any Third Party Intellectual Property Rights. In the intellectual property rights event that the CLIENT becomes aware that the CLIENT Services or any CLIENT Content is, or it likely to become the subject of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copyan infringement claim, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent CLIENT must immediately notify GENIUSWORKS of this Clause 17.2in writing and GENIUSWORKS may, in its sole discretion, cease providing GENIUSWORKS Services in relation to such CLIENT Content. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 13.1 The Supplier shall not have or claim, at any time, during or after the PARTIEStermination of his/her relationship with CAE, any right, title or interest in any intellectual property, patents, copyrights, trademarks, trade names or trade secrets belonging to or licensed to CAE. Any rights to intellectual property arising from the work and/or services rendered by the Consultant under this Agreement shall be assigned to, vest with and be the sole and exclusive property of CAE. Under no circumstances shall the Supplier be permitted to use such intellectual property, patents, copyrights, trademarks, trade names or trade secrets owned to or licensed to CAE without CAE’s prior express written consent. 13.2 The Supplier further hereby permanently waives its moral rights to any software, documentation conceived, developed or produced by the Consultant as part of the work and/or services rendered under this Agreement, and shall provide CAE, at the completion of this Agreement and at such other time as CAE may require, a written permanent waiver of such moral rights, in form and contents acceptable to CAE. 13.3 The Supplier agrees that the remedy at law for any breach by the Supplier or the Consultant of the above paragraphs may be inadequate and that, in the event of such breach, CAE shall be entitled to make an application to the appropriate court granting CAE temporary and/or permanent injunctive relief against the Supplier, without the necessity of proving actual damages. 13.4 Notwithstanding the foregoing, CAE acknowledges that the Supplier retains ownership of its intellectual property rights existing prior to entering into this Agreement (“Background IP”), and, as part of the price paid hereunder, the CONTRACTOR shall retain Supplier agrees to provide to CAE a non-exclusive perpetual license (with the INTELLECTUAL PROPERTY right to sublicense to any subcontractor, customer or end-user of CAE products, as applicable) of such of Supplier’s Background IP required to fully exercise all of CAE’s rights in the CONTRACTOR’S DOCUMENTS. services, goods and other deliverables contracted by CAE hereunder. 13.5 The CONTRACTOR Supplier warrants that all INTELLECTUAL PROPERTY which may subsist it is the owner of, or has the right to use, the Background IP, for the performance of the services hereunder and to further license same to CAE as indicated above in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or section 13.4 and that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS rights granted herein do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 6.1 The Supplier warrants and represents that: 6.1.1 the PARTIES, resale or use of the CONTRACTOR shall retain Goods by Xxxxxx and/or the INTELLECTUAL PROPERTY in Supply of the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Services by the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do Supplier will not infringe the intellectual property Intellectual Property Rights or other rights of any third party.party and that no third party has threatened or, so far as the Supplier is aware, is currently threatening proceedings in respect of such infringement; 17.2 The CONTRACTOR 6.1.2 it will not use any Intellectual Property Rights of any member of the Merlin Group other than as expressly authorised in Writing by Xxxxxx; 6.1.3 in respect of the Goods or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of Delivery of such items to Merlin, it will have full and unrestricted rights to sell and transfer all such items to Merlin; 6.1.4 it shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be deemed at any future time entitled under Chapter IV of Part 1 of the UK Copyright, Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction; 6.1.5 it shall, promptly at Xxxxxx’s request, do (by signing or procure to be done) all such further acts and things and the CONTRACT) execution of all such other documents as Xxxxxx may from time to give to or have procured time require for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate purpose of securing for Xxxxxx the CONTRACTOR’S DOCUMENTSfull benefit of the Contract, including making all right, title and using modifications of them interest in and to the Intellectual Property Rights assigned to Merlin in accordance with the right Condition 6.2; and 6.1.6 it shall not do or omit to grant sub-licences. This licence shall: (a) apply throughout the actual do anything which may cause Merlin to lose any licence, authority, consent or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS permission upon which it relies for the purposes of completingconducting its business, operatingand the Supplier acknowledges that Xxxxxx may rely on the Goods and/or Services or act on the Services. 6.2 Subject to Condition 6.4, maintainingthe Supplier hereby assigns to Merlin with full title guarantee and free from all third party rights, altering, adjusting, repairing and decommissioning all Intellectual Property Rights arising or which are obtained or developed by the PROJECT; and Supplier (cor by a contractor on behalf of the Supplier) in respect of the case Goods and/or any Deliverables, and/or in the course of CONTRACTOR’S DOCUMENTS or in connection with the Services for the full extent and period thereof including all extensions, revivals and renewals thereof. The assignment in this Condition shall be absolute for all purposes, applications and fields of use, and, for the avoidance of doubt, shall not be limited to use as part of the Services. The Intellectual Property Rights developed by Xxxxxx in connection with the Contract shall vest solely with Xxxxxx. 6.3 All Merlin Materials are the exclusive property of Xxxxxx. 6.4 All Intellectual Property Rights owned by the Supplier which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged created or developed by the CONTRACTSupplier otherwise than in connection with, including replacements of any computers supplied by under or pursuant to the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as Contract shall remain the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I property of the Copyright Designs Supplier. To the extent that the Goods, Deliverables or Services incorporate the Supplier’s Intellectual Property Rights, the Supplier hereby grants to Merlin and Patents Xxx 0000 Merlin Group companies a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and any foreign corresponding rights in irrevocable licence to use those Intellectual Property Rights and to sub-license such Intellectual Property Rights to Xxxxxx’s customers, services providers and contractors for the CONTRACTOR’S DOCUMENTSpurpose of using, selling or otherwise dealing with the Goods and Deliverables and receiving the Services. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY 43.1 All Intellectual Property Rights which may subsist in those parts of the CONTRACTOR’S DOCUMENTS are now Concession Specification or in the Design Documentation or other design material of whatever nature prepared by the Developer specifically for the Toll Road, shall (or shall be on their creationas between the Grantor and the Developer) vest in the Developer and the Developer hereby grants to the Grantor (or, in the event that any such right is vested in a third party, agrees to procure the CONTRACTOR (or that grant to the CONTRACTOR has or shall then have Grantor, at no cost to the Grantor, of) a suitable perpetual royalty free non exclusive licence to use (or to license others to use) the same to the extent required to enable the Grantor to exercise its rights and perform its obligations under this Agreement and to grant enable it to relet the Concession or to own, construct, operate, maintain and, if applicable, sell the Toll Road with the benefit of such licence referred to after the termination (in whole or in part) of this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third partyAgreement. 17.2 The CONTRACTOR shall be deemed 43.2 Except as provided in Clause 44 (by signing the CONTRACTConfidentiality) or pursuant to give to an assignment under Clause 34 (Assignment and Security), drawings or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers information supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and Developer shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, not without the ContractorDeveloper's consent, consent be used, copied or communicated to a third party by the Grantor's Representative or the Grantor otherwise than as strictly necessary for the purposes of, or otherwise permitted by, this Agreement. 43.3 Drawings and information supplied by the Grantor and the Grantor's Representative to the Developer for the purposes of this Agreement shall remain the property of the Grantor. They shall not without the consent of the Grantor be used, copied or communicated to a third party by the Developer otherwise than as strictly necessary for the purposes of, or otherwise permitted by, this Agreement. 43.4 Each Party agrees to do whatever may be necessary to give effect to or confirm the terms of the licences provided for by this clause. 43.5 The Developer shall indemnify the Grantor on demand against all actions, claims, demands, liabilities, costs, charges and expenses (including legal expenses on an indemnity basis) arising from, or on behalf incurred by reason of, any infringement or alleged infringement of letters patent, registered design, copyright, trade mark or trade name protected in [COUNTRY] or any other country by the use or possession of any Contract Plant supplied by the Developer, but such indemnity shall not cover any use by the Grantor of the Toll Road otherwise than for the purpose indicated by, or reasonably inferred from, the Concession Specification or any infringement which is due to the use of any Contract Plant in association or combination with any other Contract Plant not supplied by the Developer. 43.6 In the event of any claim being made or action brought against the Grantor arising out of the matters referred to in this clause, the Developer shall be promptly notified thereof and may at his own expense conduct all negotiations for the settlement of the same, and any litigation that may arise therefrom. The Grantor shall not, unless and until the Developer has failed to take over the conduct of the negotiations or litigation, make any admission which might be prejudicial thereto. The conduct by the Developer of such negotiations or litigation shall be conditional upon the Developer having first given to the Grantor such reasonable security as shall from time to time be required by the Grantor to cover the amount ascertained or agreed or estimated, as the case may be, of any compensation, damages, expenses and costs for which the Grantor may become liable. The Grantor shall, at the request of the Developer, afford all available assistance for the purpose of contesting any such claim or action, and shall be repaid all reasonable expenses incurred in so doing. 43.7 If the Grantor is prevented from using the Toll Road in consequence of any infringement of letters patent, registered design, copyright, trade mark or trade name and the Developer is unable within 30 days after notice thereof from the other Party to procure the removal at its own expense of the cause of prevention then the Parties shall meet and use their best endeavours to agree an alternative method (including if necessary amendments to this Agreement) for avoiding the Employer for purposes other than those permitted infringement, failing which (subject to the Grantor's rights under Clause 19 (Grantor Variations) to make a Grantor Variation which would avoid the infringement), the Grantor may treat such prevention as a material breach of its obligations by the Developer and exercise the powers and remedies available to it under Clause 28 (Termination by Grantor). 43.8 The provisions and obligations set out in this Sub-Clauseclause shall survive and remain in force upon and following the termination of this Agreement.

Intellectual Property Rights. 17.1 As between Xxxxxx agrees that it will indemnify and defend, at its own expenses, all suits against the PARTIES, Buyer for infringement of any patent covering product sold by the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTSSeller. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in responsibility of the CONTRACTOR’S DOCUMENTS are now (or Seller shall be on their creationhowever subject to the Buyer (i) vested promptly notifying the Seller in writing of a claim for infringement and in no event later than ten (10) workings days after the CONTRACTOR receipt of such claim, and (or ii) allowing the Seller, except in case of conflict of interest, to have the exclusive and full control of the defense of said claim and any related settlement action, being understood that the CONTRACTOR has Buyer shall provide the Seller with any reasonable assistance that may be requested therewith. The Seller shall however have no liability if the infringement results from (i) any association, combination or shall then have a suitable licence to use of the same and to grant the licence referred to product or any part thereof with any other item, device, equipment or product which is not customarily used in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them association with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever product and which is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers not supplied by the CONTRACTORSeller, (ii) any repair, modification, improvement or enhancement of the product or any part thereof not made by or made without the prior written consent of the Seller or (iii) any use of the product or any part thereof for a purpose not contemplated by or authorized any order. The CONTRACTOR hereby undertakes above provisions constitute the entire liability of for any claim for infringement of intellectual property related to do the product. NEITHER PARTY SHALL BE LIABLE FOR ANY FAILURE TO PERFORM ON ITS PART WHICH IS DUE TO CAUSES BEYOND ITS CONTROL, EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE LIABILITY OF EACH PARTY, IF ANY, ARISING OUT OF AN AGREEMENT TO PURCHASE OR OTHERWISE WITH REGARD TO ANY GOOD FOR ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES, WHETHER ARISING FROM NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, OR OTHERWISE SHALL NOT EXCEED THE TOTAL PRICE FOR THE GOODS AND SERVICES PURCHASED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR INABILITY TO USE SELLER'S PRODUCTS OR DOCUMENTATION, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, LOST OF REVENUES OR PROFITS. SELLER SHALL NOT BE LIABLE FOR ANY HARDWARE, SOFTWARE, OR DATA STORED OR USED WITH ANY PRODUCT, INCLUDING WITHOUT LIMITATION THE COSTS OF REPAIRING, REPLACING, INTEGRATING, INSTALLING OR RECOVERING SUCH HARDWARE, SOFTWARE OR DATA. All of Seller's Products, are subject to Seller’s Limited Warranty, available at xxx.xxxxxxxxxx.xxx/xx/xxxxx/xxxxxxxx and are incorporated herein by reference. Each Party agrees to comply with all applicable laws, rules, regulations, orders and ordinances of the United States and in any other state or country with jurisdiction over it or its activities in performance of its obligations hereunder. The commodities, software and services listed herein on this Agreement and elsewhere may be subject to U.S. export control laws and regulations, including without limitation the Export Administration Regulations and the sanctions programs administered by the Office of Foreign Assets Control. The Parties acknowledge that any products, software, and technical information (including, but not limited to, services and training) provided by either Party under this Contract are or may be subject to export laws and regulations of the United States and the destination country(ies) and any use or transfer of such acts products, software and execute such technical information must be authorized under those Laws. The Parties agree that they will not use, distribute, transfer or transmit the products, software or technical information (even if incorporated into other products) except in compliance with export Laws. If requested by either Party, the other Party agrees to sign all necessary export-related documents as the COMPANY may reasonably require which the COMPANY be required to comply with export Laws. Any export, re-export, or transfer or use of these commodities must be conducted in the COMPANY’s reasonable opinion considers necessary compliance with such applicable laws and regulations. Buyer shall not intentionally do anything to achieve the intent cause Seller to be in violation of this Clause 17.2such export control laws and regulations. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between 14.1 The Customer acknowledges and agrees that Target and/or its licensors own all Intellectual Property Rights in the PARTIESServices, the CONTRACTOR shall retain Software, Target Systems and the INTELLECTUAL PROPERTY Documentation. To the extent that any Intellectual Property Rights in any of the foregoing vest in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that Customer, its Affiliates, or any of its or their agents or contractors (including any existing service provider), the Customer shall, without charge to Target, execute all INTELLECTUAL PROPERTY which documents and do all such acts as Target may subsist consider necessary or desirable to perfect the right, title and interest of Target in the CONTRACTOR’S DOCUMENTS are now (and to such Intellectual Property Rights or shall be on their creation) vested in the CONTRACTOR (or procure that the CONTRACTOR has or shall then have a suitable licence to use owner of such Intellectual Property Rights does so on the same basis. 14.2 Target shall defend, indemnify and to grant hold harmless the licence referred to Customer and its Affiliates against any claims, actions, proceedings, losses, damages, expenses and costs arising out of or in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights connection with actual or alleged infringement of any a third party. 17.2 The CONTRACTOR shall be deemed (’s Intellectual Property Rights arising from use of the Services, the Software, Target Systems or the Documentation by signing the CONTRACT) to give to Customer or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them its Affiliates or Authorised Users in accordance with the right to grant sub-licences. This licence shallterms of this Agreement provided that: (a) apply throughout the actual or intended working life (whichever Target is longer) given prompt notice of the relevant parts of the PROJECTany such claim; (b) entitle any person the Customer and its Affiliates provide all reasonable co-operation to Target in proper possession the defence and settlement of the relevant part of the PROJECT to copysuch claim, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTat Target's expense; and (c) Target is given sole authority to defend or settle the claim. 14.3 In the defence or settlement of any claim, Target may: (a) procure the right for the Customer and its Affiliates to continue using the Services, Software and Documentation; (b) replace or modify the Services, Software and/or Documentation so that they become non-infringing; or (c) (if such remedies are not reasonably available), terminate this Agreement (upon giving the Customer such notice as is reasonably possible in the case circumstances) and providing the Customer with a refund of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged Service Fees paid by the CONTRACT, including replacements of any computers supplied by Customer in advance and which relate to the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent period following termination of this Clause 17.2Agreement. 17.3 The CONTRACTOR hereby waives14.4 In no event shall Target, its employees, agents and shall procure sub-contractors be liable to the Customer to the extent that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV the alleged infringement is based on: (Moral Rightsa) of Part I modification of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS.Services, Software and/or Documentation by anyone other than Target; 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf ofb) the Contractor shall notCustomer's or any Affiliate’s use of the Services, without Software and/or Documentation in a manner contrary to written instructions given to the Contractor's consent, be used, copied or communicated to a third party Customer by Target; or (or on behalf ofc) the Employer for purposes other than those permitted under this Sub-ClauseCustomer's or any Affiliate’s use of the Services, Software and/or Documentation after notice of the alleged or actual infringement from Target or any appropriate authority.

Intellectual Property Rights. 17.1 As between 13.1 Unless otherwise specified in this Call-Off Contract: the PARTIESBuyer will not have any right to the Intellectual Property Rights (IPRs) of the Supplier or its licensors, including the Supplier Background IPRs and any IPRs in the Supplier Software. the Crown may publish any Deliverable that is software as open source. the Supplier will not, without prior written approval from the Buyer, include any Supplier Background IPR or third party IPR in any Deliverable in such a way to prevent its publication; and failure to seek prior approval gives the Buyer right and freedom to use all Deliverables. the Supplier will not have any right to the Intellectual Property Rights of the Buyer or its licensors, including: the Buyer Background IPRs; the Project-Specific IPRs; IPRs in the Buyer Data. 13.2 Where either Party acquires, by operation of Law, right to IPRs that is inconsistent with the allocation of rights set out above, it will assign in writing such IPRs as it has acquired to the other Party on the request of the other Party (whenever the request is made). 13.3 Except where necessary for the performance of this Call-Off Contract (and only where the Buyer has given its prior approval), the CONTRACTOR shall retain Supplier will not use or disclose any of the INTELLECTUAL PROPERTY in Buyer Background IPRs, Buyer Data or the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Project-Specific IPRs to or for the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights benefit of any third party. 17.2 13.4 The CONTRACTOR shall Supplier will not include any Supplier Background IPRs or third-party IPRs in any release or Deliverable that is to be deemed assigned to the Buyer under this Call-Off Contract, without approval from the Buyer. 13.5 The Supplier will grant the Buyer (by signing the CONTRACTand any replacement Supplier) to give to or have procured for the COMPANY a perpetual, transferable, sub-licensable, non-terminable transferable non-exclusive exclusive, royalty-free licence to copy, modify, disclose and use the Supplier Background IPRs for any purpose connected with the receipt of the Services that is additional to the rights granted to the Buyer under this Call-Off Contract and communicate to enable the CONTRACTOR’S DOCUMENTSBuyer: to receive the Services; to make use of the Services provided by the replacement Supplier; and to use any Deliverables. 13.6 The Buyer grants the Supplier a non-exclusive, including making non-assignable, royalty-free licence to use the Buyer Background IPRs, the Buyer Data and using modifications the Project-Specific IPRs during the term of them with this Call-Off Contract for the sole purpose of enabling the Supplier to provide the Services. 13.7 The Buyer gives no warranty as to the suitability of any IPRs licensed to the Supplier hereunder. Any such licence: may include the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) licences to Subcontractors engaged in providing any of the Services (or part thereof) provided that any such Subcontractor has entered into a confidentiality undertaking with the Supplier on the same terms as in clause 11 (Confidentiality) and that any such subcontracts will be non-transferable and personal to the relevant parts Subcontractor; and is granted solely to the extent necessary for the provision of the PROJECT;Services in accordance with this Call-Off Contract. The Supplier will ensure that the Subcontractors do not use the licensed materials for any other purpose. 13.8 At the end of the term of this Call-Off Contract, the Buyer grants to the Supplier a licence to use the Project-Specific IPRs (bexcluding any information which is the Buyer’s Confidential Information or which is subject to the Data Protection Act (DPA)) entitle on the terms of the Open Government Licence v3.0. 13.9 Subject to the above paragraph, the Supplier will ensure that no unlicensed software or open source software (other than the open source software specified by the Buyer) is interfaced with or embedded within any person Buyer Software or Deliverable. 13.10 Before using any third-party IPRs related to the supply of the Services, the Supplier will submit to the Buyer for approval, all details of any third-party IPRs the Buyer requests. 13.11 Where the Supplier is granted permission to use third-party IPRs in a request for approval, the Supplier will ensure that the owner of such third-party IPRs grants to the Buyer a licence on the terms informed to the Buyer in the request for approval. 13.12 If the third-party IPR is made available on terms equivalent to the Open Government Licence v3.0, the request for approval will be agreed and the Supplier will buy licences under these terms. If not, and the Buyer rejects the Request for Approval, then this Call-Off Contract will need to be varied in accordance with clause 29 ‘Changes to Services’. 13.13 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all losses which it may incur at any time as a result of any claim (whether actual alleged asserted and/or substantiated and including third party claims) that the rights granted to the Buyer in accordance with this Call-Off Contract or the performance by the Supplier of the provision of the Services or the possession or use by the Buyer of the Services or Deliverables delivered by the Supplier, including the publication of any Deliverable that is software as open source, infringes or allegedly infringes a third party’s Intellectual Property Rights (an ‘IPR Claim’). 13.14 Clause 13.13 will not apply if the IPR Claim arises from: designs supplied by the Buyer; the use of data supplied by the Buyer which is not required to be verified by the Supplier under any provision of this Call-Off Contract; or other material provided by the Buyer necessary for the provision of the Services. 13.15 The indemnity given in Clause 13.13 will be uncapped. 13.16 The Buyer will notify the Supplier in writing of the IPR Claim made against the Buyer and the Buyer will not make any admissions which may be prejudicial to the defence or settlement of the IPR Claim. The Supplier will at its own expense conduct all negotiations and any litigation arising in connection with the IPR Claim provided always that the Supplier: consults the Buyer on all substantive issues which arise during the conduct of such litigation and negotiations; takes due and proper possession account of the interests of the Buyer; considers and defends the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Buyer into disrepute; and does not settle or compromise the IPR Claim without the prior approval of the Buyer (such decision not to be unreasonably withheld or delayed). 13.17 If an IPR Claim is made (or in the reasonable opinion of the Supplier is likely to be made) in connection with this Call-Off Contract, the Supplier will, at the Supplier’s own expense and subject to prompt approval of the Buyer, use its best endeavours to: modify the relevant part of the PROJECT Services or Deliverables without reducing their functionality or performance, or substitute Services or Deliverables of equivalent functionality or performance, to copyavoid the infringement or the alleged infringement, provided that there is no additional cost or burden to the Buyer; buy a licence to use and supply the Services or Deliverables, which are the subject of the alleged infringement, on terms which are acceptable to the Buyer; and promptly perform any responsibilities and obligations to do with this Call-Off Contract. 13.18 If an IPR Claim is made (or in the reasonable opinion of the Supplier is likely to be made) against the Supplier, the Supplier will immediately notify the Buyer in writing. 13.19 If the Supplier does not comply with provisions of this clause within 20 Working Days of receipt of notification by the Supplier from the Buyer under clause 13.16 or receipt of the notification by the Buyer from the Supplier under clause 13.18 (as appropriate), the Buyer may terminate this Call-Off Contract for Material Breach (Call-Off Contract) and the Supplier will, on demand, refund the Buyer with all monies paid for the Service or Deliverable that is subject to the IPR Claim. 13.20 The Supplier will have no rights to use any of the Buyer’s names, logos or trademarks without the Buyer’s prior written approval. 13.21 The Supplier will, as an enduring obligation throughout the term of this Call-Off Contract where any software is used in the provision of the Services or information uploaded, interfaced or exchanged with the CCS or Buyer systems, use software and communicate the CONTRACTOR’S DOCUMENTS most up-to-date antivirus definitions from an industry-accepted antivirus software vendor. It will use the software to check for, contain the spread of, and minimise the impact of Malicious Software (or as otherwise agreed between CCS or the Buyer, and the Supplier). 13.22 If Malicious Software is found, the Supplier will co-operate with the Buyer to reduce the effect of the Malicious Software. If Malicious Software causes loss of operational efficiency or loss or corruption of Buyer Data, the Supplier will use all reasonable endeavours to help the Buyer to mitigate any losses and restore the provision of the Services to the desired operating efficiency as soon as possible. 13.23 Any costs arising from the actions of the Buyer or Supplier taken in compliance with the provisions of the above clause, will be dealt with by the Buyer and the Supplier as follows: by the Supplier, where the Malicious Software originates from the Supplier Software or the Buyer Data while the Buyer Data was under the control of the Supplier, unless the Supplier can demonstrate that such Malicious Software was present and not quarantined or otherwise identified by the Buyer when provided to the Supplier. by the Buyer if the Malicious Software originates from the Buyer Software or the Buyer Data, while the Buyer Data was under the control of the Buyer. 13.24 All Deliverables that are software shall be created in a format, or able to be converted into a format, which is suitable for publication by the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other Buyer as open source software, permit their use on any computer on the WORKSITE and other places as envisaged unless otherwise agreed by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2Buyer. 17.3 The CONTRACTOR hereby waives13.25 Where Deliverables that are software are written in a format that requires conversion before publication as open source software, and the Supplier shall procure also provide the converted format to the Authority unless the Authority agrees in advance in writing that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTSconverted format is not required. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES10.1 The Client acknowledges and agrees that unless otherwise expressly set out in a Statement of Work, the CONTRACTOR shall retain Supplier and/or its licensors own all Intellectual Property Rights in its (i) Background Materials; (ii) the INTELLECTUAL PROPERTY Services and Deliverables; and (iii) ideas, concepts, techniques and know-how discovered, created or developed by the Supplier during the performance of the Services that are of general application and that are not based on or derived from the Client’s business or Confidential Information (together the “Supplier Intellectual Property”). Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the CONTRACTOR’S DOCUMENTSSupplier Intellectual Property or any related documentation. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in Supplier grants to the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have Client a suitable non- exclusive, irrevocable, worldwide royalty free and non-transferable licence to use the same and Supplier Intellectual Property insofar as is necessary for the provision of the Services. 10.2 The Supplier confirms that it has all the rights in relation to the Supplier Intellectual Property that are necessary to grant all the licence referred rights it purports to grant under, and in accordance with, the terms of this ClauseAgreement. 10.3 The Client may not, at any time including after termination of this Agreement, share any Supplier Intellectual Property with any third party without the Supplier’s prior written consent. The Supplier may treat the Client's breach of this Clause 10.3 as a breach of the Agreement. 10.4 The Client shall pay and indemnify the Supplier, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by the Supplier, arising by reason of claims that (1) the Supplier’s possession of or use of the Client’s Intellectual Property Rights in connection with the provision of the Services infringes the Intellectual Property Rights of a third party; (2) the Client or any of its Clients, modify, alter, replace combine with any other data, code, documents or other software, which alters the Supplier’s Intellectual Property and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not such alterations infringe the intellectual property rights Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. 10.5 The Supplier shall pay and indemnify the Client, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by the Client, arising from the Client’s possession of or use of the Supplier’s Intellectual Property in connection with the provision of the Services infringes the Intellectual Property Rights of a third party; (2) the Supplier, modifies, alters, replaces combines with any other data, code, documents or other software, which alters the Client’s Intellectual Property Rights and such alterations infringe the Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. 17.2 The CONTRACTOR shall be deemed 10.6 If either Party (by signing “Indemnifying Party”) is required to indemnify the CONTRACTother Party (“Indemnified Party”) to give to or have procured for under this Clause 10, the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence Indemnified Party shall: (a) apply throughout notify the actual Indemnifying Party in writing of any IPR Claim against it in respect of which it wishes to rely on the indemnity at Clause10.4 or intended working life Clause 10.5 (whichever is longer) of the relevant parts of the PROJECTas applicable); (b) entitle allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any person in proper possession settlement terms, such approval not to be unreasonably withheld; (c) provide the Indemnifying Party with such reasonable assistance regarding the IPR Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECTIndemnified Party’s costs so incurred; and (cd) not, without prior consultation with the Indemnifying Party, make any admission relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPR Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute. 10.7 If an IPR Claim is brought or in the case reasonable opinion of CONTRACTOR’S DOCUMENTS the Supplier is likely to be made or brought, the Supplier may at its own expense ensure that the Client is still able to use the Deliverables by either: (a) modifying any and all of the provisions of the Deliverables without reducing the performance and functionality for any or all of the provision of the Deliverables, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such modified or substituted services shall be acceptable to the Client, such acceptance not to be unreasonably withheld; or (b) procuring a licence or permission to use the Deliverables on terms which are in acceptable to the form Client, such acceptance not to be unreasonably withheld. 10.8 Except to the extent that the Supplier should reasonably have known or advised the Client the foregoing provisions of computer programs and other softwareClause 10.6, permit their the Supplier shall have no obligation or liability for any IPR Claim to the extent such IPR Claim arises from: (a) any use by or on behalf of the Client of the combination with any computer on the WORKSITE and other places as envisaged item not supplied or recommended by the CONTRACTSupplier where such use of the Deliverables directly gives rise to the claim, including replacements demand or action; or (b) any modification carried out on behalf of the Client to any computers item supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all Supplier under this Agreement if such acts and execute modification is not authorised by the Supplier in writing where such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated modification directly gives rise to a third party by (claim, demands or on behalf of) the Employer for purposes other than those permitted under this Sub-Clauseaction.

Intellectual Property Rights. 17.1 As between A. In their performance of this Agreement, all KBA Partners will have the PARTIESfollowing obligations: a. Abide by The World Database of Key Biodiversity AreasTM Terms and Conditions of Use (Annex 4) in accordance with Art III.G; b. Abide by the brand guidelines for the KBA Brand to be created as set out in c. To the extent permitted by applicable law, respect and preserve the CONTRACTOR shall retain the INTELLECTUAL PROPERTY intellectual property and other rights of data owners and suppliers, it being understood that any KBA Partner who infringes third-party rights (as defined in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that Glossary at Annex 10) shall be liable for any resulting damages; and d. Take all INTELLECTUAL PROPERTY which may subsist reasonable steps necessary to preserve each KBA Partner’s intellectual property rights in the CONTRACTOR’S DOCUMENTS are now data provided for inclusion into the KBA Database. B. It is recognized that each KBA Partner, or third party (including any third party whose data the KBA Partner is custodian of), retains ownership of any of its intellectual property that already exists, or shall that it develops, and makes available within the framework of the KBA Partnership for inclusion into the KBA Database, and retains the right to use this intellectual property outside of The World Database of Key Biodiversity AreasTM Terms and Conditions of Use (Annex 4). C. Each KBA Partner agrees, to the extent permitted by applicable law, to grant a nonexclusive, non-transferable, royalty free license to use its intellectual property contributed to the KBA Database to the other KBA Partners solely for purposes of this Agreement, provided such use is in keeping with Art III.G. and it being understood that permission will be on obtained from the relevant KBA Partner prior to any use outside of The World Database of Key Biodiversity AreasTM Terms and Conditions of Use (Annex 4) including but not limited to commercial use, reposting and/or redistribution. Due rights/sources should be cited and acknowledged and permissions/licenses recorded. KBA Partners do not have the right to sub-license use of KBA Data to their creation) vested affiliated entities which must apply in their own right for access according to The World Database of Key Biodiversity AreasTM Terms and Conditions of Use (Annex 4). D. Should a KBA Partner, for whatever reason, withdraw from or have its participation in the CONTRACTOR (KBA Partnership terminated, it shall have the right to remove the data it owns, or is a custodian of on behalf of others, from The World Database of Key Biodiversity AreasTM. E. Each KBA Partner agrees that ownership of the CONTRACTOR has or shall then have proprietary components of the software underpinning The World Database of Key Biodiversity AreasTM resides with BirdLife for the benefit of the KBA Partnership. BirdLife hereby grants to each of the other KBA Partners a suitable licence perpetual, worldwide, royalty-free, non- exclusive license to use the same and to grant the licence referred to proprietary components of The World Database of Key Biodiversity AreasTM solely in this Clause) connection with The World Database of Key Biodiversity AreasTM and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist KBA Partnership. F. Should BirdLife, for whatever reason, withdraw from or have its participation in the CONTRACTOR’S DOCUMENTS do not infringe KBA Partnership terminated as provided for hereunder, prior to the intellectual property rights effective date of any third party. 17.2 withdrawal or termination it shall transfer ownership of the proprietary components of The CONTRACTOR shall be deemed (World Database of Key Biodiversity AreasTM to another KBA Partner, as determined by signing the CONTRACT) to give to or have procured for the COMPANY KBA Committee, but retain a nonperpetual, worldwide, royalty-terminable transferable free, non-exclusive royalty-free licence license to copy, use and communicate those proprietary components of software underpinning The World Database of Key Biodiversity AreasTM as it exists at the CONTRACTOR’S DOCUMENTS, including making and using modifications date of them with the right to grant sub-licences. This licence shall: (a) apply throughout the actual or intended working life (whichever is longer) of the relevant parts of the PROJECT; (b) entitle any person in proper possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2termination. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents Xxx 0000 and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a third party by (or on behalf of) the Employer for purposes other than those permitted under this Sub-Clause.

Intellectual Property Rights. 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights of any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, use and communicate the CONTRACTOR’S DOCUMENTS, including making and using modifications of them with the right to grant sub-licences. This licence shall: (a) apply throughout Unless otherwise agreed by the actual or intended working life (whichever is longer) Parties, the Parties acknowledges that PERNEC shall own any and all of the relevant parts Intellectual Property rights in relation to any Deliverables (inclusive but not limited to customization of the PROJECT;Deliverables which is dedicated to PERNEC), solutions, design and/or any other works derived under this PO. The Supplier shall not during or at any time after the expiry or termination of this PO in any way question or dispute the rights to, or ownership by PERNEC. (b) entitle The Supplier shall fully indemnify and keep indemnified PERNEC from and against all claims, allegations, demands, judgments, suits, actions, recoveries, liabilities, fines, losses, damages, costs and expenses ("Claim"), arising out of or related to any person in proper alleged infringement, violation or misappropriation of any third parties Intellectual Property rights due to PERNEC’s purchase, use and/or possession of the relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; andDeliverables. (c) If any Deliverables become, or are likely to become, the subject of a Claim of infringement, violation or misappropriation of Intellectual Property Rights, the Supplier will, in addition to its obligation to indemnify PERNEC as provided herein and to the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the CONTRACT, including replacements of any computers supplied by the CONTRACTOR. The CONTRACTOR hereby undertakes to do all such acts and execute such documents as the COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it PERNEC may have under Chapter IV this PO or at law, in equity or otherwise, promptly take the following actions at no additional charge to PERNEC and in the listed order of priority: (Moral Rightsi) of Part I secure the right to continue using and possessing the Deliverables and any parts thereof; (ii) replace or modify such Deliverables to make it non-infringing, such that the replacement or modification will not degrade the performance or quality of the Copyright Designs affected component of the Deliverables; or (iii) remove such Deliverables from the rest of the Deliverables and Patents Xxx 0000 refund to PERNEC all fees and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTScharges associated with such Deliverables. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (d) In the event that PERNEC is served with a warning or on behalf of) demand letter and/or legal proceedings are instituted against PERNEC, alleging that the Contractor shall notDeliverables or any parts thereof or PERNEC’s purchase, without use and/or possession of the Contractor's consent, be used, copied or communicated to Deliverables infringe the Intellectual Property rights of a third party by (party, PERNEC, at its sole discretion, may, in addition to its rights hereunder, terminate this PO at any time without any penalty, liability or on behalf of) further obligation and PERNEC may pursue all remedies available under the Employer PO or at law for purposes other than those permitted under this Sub-Clausethe Supplier/s breach of the PO.