Common use of IPR Clause in Contracts

IPR. 7.1 All Intellectual Property Rights in the SaaS Service including the Software belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the SaaS Service, including the Software, pass to the Customer. 7.2 Civica shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the SaaS Service any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the SaaS Service without restriction. 7.3 The Customer hereby grants to Civica a non-exclusive, non- transferrable (except as part of a permitted assignment of this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contract. 7.4 Civica shall defend or, at its option, settle any claim brought against Customer that its authorised use of the SaaS Service, excluding third party software and open source software, in the UK and in accordance with this Contract infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that: 7.4.1 Customer notifies Civica immediately; 7.4.2 Customer provides all information and assistance as Civica reasonably requires at Civica’s cost, and Customer does not prejudice the defence of such claim; 7.4.3 Civica is given immediate and complete control of such claim; and 7.4.4 the claim does not arise from any unauthorised use or alteration to the SaaS Service or Customer’s use of the SaaS Service after notice of alleged infringement is known. 7.5 In the event that a claim as contemplated by clause 7.4 is made or in Civica’s opinion is likely to be made, Civica may at its option: 7.5.1 obtain the right for Customer to continue to use the SaaS Service; 7.5.2 change or replace all or any part of the SaaS Service; or 7.5.3 terminate this Contract immediately on written notice. 7.6 Clauses 7.4 and 7.5 state the entire liability of Civica in respect of any claim as contemplated by clause 7.4. 7.7 The third party owner’s terms shall apply, as detailed in the Special Terms, in respect of licensing and/or the supply of the Products.

IPR. 7.1 All Intellectual Property Rights in the SaaS Service Services including the Software belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the SaaS Service, including the Software, Software pass to the Customer. 7.2 Customer grants to Civica shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the SaaS Service Software any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Authorized Users relating to the SaaS Service Software without restriction. 7.3 The Customer hereby grants to Civica a non-exclusive, non- transferrable (except as part of a permitted assignment of this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contract. 7.4 Civica shall defend or, at its option, settle any claim brought against Customer that regarding its authorised authorized use of the SaaS ServiceSoftware, excluding third party software and open source softwareOpen Source Software, in the UK Canada and in accordance with this Contract infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that: 7.4.1 Customer notifies Civica immediately; 7.4.2 Customer provides all information and assistance as Civica reasonably requires requests at Civica’s cost, and Customer does not prejudice the defence of such claim; 7.4.3 Civica is given immediate and complete control of such claim; and 7.4.4 the claim does not arise from any unauthorised unauthorized use or alteration to the SaaS Service Software or Customer’s use (including the Authorized Users or Authorized Third Parties)use of the SaaS Service Software after notice of alleged infringement is known. 7.5 In the event that a claim as contemplated by clause 7.4 is made or in Civica’s opinion is likely to be made, Civica may at its option: 7.5.1 obtain the right for Customer to continue to use the SaaS ServiceSoftware; 7.5.2 change or replace all or any part of the SaaS ServiceSoftware; or 7.5.3 terminate this Contract immediately on written notice. 7.6 Clauses 7.4 and 7.5 state the entire liability of Civica in respect of any claim as contemplated by clause 7.4. 7.7 The third party owner’s terms shall apply, as detailed in the Special Terms, in respect of licensing and/or the supply of the Products.

IPR. 7.1 All Intellectual Property Rights in the SaaS Service Services including the Software belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the SaaS Service, including the Software, pass to the Customer. 7.2 Customer grants to Civica shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the SaaS Service Software any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Authorized Users relating to the SaaS Service Software without restriction. 7.3 The Customer hereby grants to Civica a non-exclusive, non- transferrable (except as part of a permitted assignment of this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contract. 7.4 Civica shall defend or, at its option, settle any claim brought against Customer that regarding its authorised authorized use of the SaaS ServiceSoftware, excluding third party software and open source software, in the UK US and in accordance with this Contract or in events where the Software infringes any Intellectual Property Rights of any third party and party, Civica shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that: 7.4.1 Customer notifies Civica immediately; 7.4.2 Customer provides all information and assistance as Civica reasonably requires requests at Civica’s cost, and Customer does not prejudice the defence defense of such claim; 7.4.3 Civica is given immediate and complete control of such claim; and 7.4.4 the claim does not arise from any unauthorised unauthorized use or alteration to the SaaS Service Software or Customer’s (including the Authorised Users or Authorised Third Parties) use of the SaaS Service Software after notice of alleged infringement is known. 7.5 In the event that a claim claim, as contemplated by clause 7.4 7.4, is made or in Civica’s opinion is likely to be made, Civica may at its option: 7.5.1 obtain the right for Customer to continue to use the SaaS ServiceSoftware; 7.5.2 change or replace all or any part of the SaaS ServiceSoftware; or 7.5.3 terminate this Contract immediately on written notice. 7.6 Clauses 7.4 and 7.5 state the entire liability of Civica in respect of any claim as contemplated by clause 7.4. 7.7 The third party owner’s terms shall apply, as detailed in the Special Terms, in respect of licensing and/or the supply of the Products.

IPR. 7.1 5.1 All Intellectual Property Rights in the SaaS Service including the Software and Documentation belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the SaaS Service, including the Software, Software pass to the Customer. 7.2 5.2 The Customer grants to Civica shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the SaaS Service Software any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the SaaS Service Software without restriction. 7.3 5.3 The Customer hereby grants to Civica a non-exclusive, non- non-transferrable (except as part of a permitted assignment of this the Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contractthese Software Terms. 7.4 5.4 Civica shall defend or, at its option, settle any claim brought against Customer that regarding its authorised use of the SaaS ServiceSoftware, excluding third party software and open source software, in the UK and in accordance with this Contract the Contract, that infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that: 7.4.1 5.4.1 Customer notifies Civica immediately; 7.4.2 5.4.2 Customer provides all information and assistance as Civica reasonably requires requests at Civica’s cost, and Customer does not prejudice the defence of such claim; 7.4.3 5.4.3 Civica is given immediate and complete control of such claim; and 7.4.4 5.4.4 the claim does not arise from any unauthorised use or alteration to the SaaS Service Software or Customer’s (including the Authorised Users or Authorised Third Parties) use of the SaaS Service Software after notice of alleged infringement is known. 7.5 5.5 In the event that a claim claim, as contemplated by clause 7.4 5.4, is made or in Civica’s opinion is likely to be made, Civica may at its option: 7.5.1 5.5.1 obtain the right for Customer to continue to use the SaaS ServiceSoftware; 7.5.2 5.5.2 change or replace all or any part of the SaaS ServiceSoftware; or 7.5.3 5.5.3 terminate this Contract these Software Terms immediately on written notice. 7.6 Clauses 7.4 and 7.5 state the entire liability of Civica in respect of any claim as contemplated by clause 7.4. 7.7 5.6 The third party owner’s terms shall apply, as detailed in the Special Terms, apply in respect of licensing and/or the supply of the Products. SECTION 3.1 CLOUD HOSTING CIVICA SUPPORT TERMS AND CONDITIONS SaaS (Supplemental) 1. Civica will use reasonable endeavours to answer the Customer's reasonable questions concerning the day to day administration and use of the SaaS Service and concerning any difficulties experienced. 1. The Support Services are: • General maintenance and performance of the SaaS Service; • System updates to the SaaS Service, as they are available; • Email support. 2. Problem reporting. Customer must report all problems to the Civica support desk at: xxxxx://xxxxxxxxxxx.xxxxxx.xx.xx/selfservice/ss 3. The Customer (through its service desk) will look to resolve any queries that relate to: (i) access issues that prevent Authorised Users from accessing the Service (i.e. viewing the login screen of the Service) or issues with a device (PC, Laptop, tablet, mobile) that is being used to attempt to access the Service. These incidents will be dealt with by the Customer under the Customer’s existing procedures and are not within scope of the Support Services provided by Civica; and (ii) general Service issues that can be resolved by Customer; and (iii) training of Authorised Users in using the Service (additional training may be provided by Civica subject to additional fees).

IPR. 7.1 All Intellectual Property Rights in the SaaS Service including the Software belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the SaaS Service, including the Software, pass to the Customer. 7.2 Civica shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the SaaS Service any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the SaaS Service without restriction. 7.3 The Customer hereby grants to Civica a non-exclusive, non- non-transferrable (except as part of a permitted assignment of this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contract. 7.4 Civica shall defend or, at its option, settle any claim brought against Customer that its authorised use of the SaaS Service, excluding third party software and open source software, in the UK Australia and in accordance with this Contract infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that: 7.4.1 Customer notifies Civica immediately; 7.4.2 Customer provides all information and assistance as Civica reasonably requires at Civica’s cost, and Customer does not prejudice the defence of such claim;claim;‌ 7.4.3 Civica is given immediate and complete control of such claim; and 7.4.4 the claim does not arise from any unauthorised use or alteration to the SaaS Service or Customer’s use of the SaaS Service after notice of alleged infringement is known.known.‌ 7.5 In the event that a claim as contemplated by clause 7.4 is made or in Civica’s opinion is likely to be made, Civica may at its option: 7.5.1 obtain the right for Customer to continue to use the SaaS Service;Service;‌ 7.5.2 change or replace all or any part of the SaaS Service; or 7.5.3 terminate this Contract immediately on written notice. 7.6 Clauses 7.4 and 7.5 state the entire liability of Civica in respect of any claim as contemplated by clause 7.4.7.4.‌ 7.7 The third party owner’s terms shall apply, as detailed in the Special Terms, in respect of licensing and/or the supply of the Products.

IPR. 7.1 All Intellectual Property Rights in the SaaS Service including the Software belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the SaaS Service, including the Software, pass to the Customer. 7.2 Customer grants to Civica shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the SaaS Service any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the SaaS Service without restriction.restriction.‌ 7.3 The Customer hereby grants to Civica a non-exclusive, non- non-transferrable (except as part of a permitted assignment of this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contract. 7.4 Civica shall defend or, at its option, settle any claim brought against Customer that regarding its authorised use of the SaaS Service, excluding third party software and open source softwareOpen Source Software, in the UK Australia and in accordance with this Contract infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that: 7.4.1 Customer notifies Civica immediately; 7.4.2 Customer provides all information and assistance as Civica reasonably requires requests at Civica’s cost, and Customer does not prejudice the defence of such claim; 7.4.3 Civica is given immediate and complete control of such claim; and 7.4.4 the claim does not arise from any unauthorised use or alteration to the SaaS Service or Customer’s use (including the Authorised Users or Authorised Third Parties) of the SaaS Service after notice of alleged infringement is known. 7.5 In the event that a claim as contemplated by clause 7.4 is made or in Civica’s opinion is likely to be made, Civica may at its option: 7.5.1 obtain the right for Customer to continue to use the SaaS Service; 7.5.2 change or replace all or any part of the SaaS Service; oror‌ 7.5.3 terminate this Contract immediately on written notice. 7.6 Clauses 7.4 and 7.5 state the entire liability of Civica in respect of any claim as contemplated by clause 7.4. 7.7 The third party owner’s terms shall apply, as detailed in the Special Terms, in respect of licensing and/or the supply of the Products.