Common use of IPR Clause in Contracts

IPR. 7.1 All Intellectual Property Rights in the 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 Software, pass to the Customer. 7.2 Customer grants to Civica a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into Software any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the 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 regarding its authorised use of the Software, 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 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 Software or Customer’s (including the Authorised Users or Authorised Third Parties) use of the 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 Software; 7.5.2 change or replace all or any part of the Software; 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 Services 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 Software, Software pass to the Customer. 7.2 Customer grants to Civica a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into Software any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the 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 regarding its authorised use of the Software, excluding third party software and Open Source Softwareopen source software, in the UK and in accordance with this 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 Customer notifies Civica immediately; 7.4.2 Customer provides all information and assistance as Civica reasonably 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 Software or Customer’s (including the Authorised Users or Authorised Third Parties) use of the 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 Software; 7.5.2 change or replace all or any part of the Software; 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 Services 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 Software, Software pass to the Customer. 7.2 Customer grants to Civica a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into Software any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the 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 regarding its authorised use of the Software, excluding third party software and Open Source Softwareopen 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 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 Software or Customer’s (including the Authorised Users or Authorised Third Parties) use of the 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 Software; 7.5.2 change or replace all or any part of the Software; 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 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 Software, Software pass to the Customer. 7.2 Customer grants to Civica a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the Software any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Authorized Users relating to the 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 regarding its authorised authorized use of the Software, excluding third party software and Open Source Software, in the UK Canada and in accordance with this Contract, 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 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 Software or Customer’s (including the Authorised Authorized Users or Authorised Authorized Third Parties) use of the 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 Software; 7.5.2 change or replace all or any part of the Software; 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.