Common use of IPR Clause in Contracts

IPR. 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 and Documentation, pass to the Customer. 5.2 The Customer grants to Civica 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. 5.3 The Customer hereby grants to Civica a non-exclusive, non-transferrable (except as part of a permitted assignment of the Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of these SaaS Terms. 5.4 Civica shall defend or, at its option, settle any claim brought against Customer regarding its authorised use of the SaaS Service, excluding third party software and open source software, in the UK and in accordance with 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: 5.4.1 Customer notifies Civica immediately; 5.4.2 Customer provides all information and assistance as Civica reasonably requests at Civica’s cost, and Customer does not prejudice the defence of such claim; 5.4.3 Civica is given immediate and complete control of such claim; and 5.4.4 the claim does not arise from any unauthorised access or alteration to the SaaS Service or Customer’s (including the Authorised Users or Authorised Third Parties) access of the SaaS Service after notice of alleged infringement is known. 5.5 In the event that a claim, as contemplated by clause 5.4, is made or in Civica’s opinion is likely to be made, Civica may at its option: 5.5.1 change or replace all or any part of the SaaS Service; or 5.5.2 terminate these SaaS Terms immediately on written notice.

IPR. 5.1 7.1 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, interests or title in any intellectual property in the SaaS Service, including the Software and Documentation, pass to the Customer. 5.2 The 7.2 Customer grants to Civica 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. 5.3 7.3 The Customer hereby grants to Civica a non-exclusive, non-non- transferrable (except as part of a permitted assignment of the this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of these SaaS Termsthis Contract. 5.4 7.4 Civica shall defend or, at its option, settle any claim brought against Customer regarding its authorised use of the SaaS Service, excluding third party software and open source software, in the UK and in accordance with the 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: 5.4.1 7.4.1 Customer notifies Civica immediately; 5.4.2 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; 5.4.3 7.4.3 Civica is given immediate and complete control of such claim; and 5.4.4 7.4.4 the claim does not arise from any unauthorised access or alteration to the SaaS Service or Customer’s (including the Authorised Users or Authorised Third Parties) access of the SaaS Service after notice of alleged infringement is known. 5.5 7.5 In the event that a claim, as contemplated by clause 5.47.4, is made or in Civica’s opinion is likely to be made, Civica may at its option: 5.5.1 7.5.1 change or replace all or any part of the SaaS Service; or 5.5.2 7.5.2 terminate these SaaS Terms 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.

IPR. 5.1 7.1 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, interests or title in any intellectual property in the SaaS Service, including the Software and Documentation, pass to the Customer. 5.2 The 7.2 Customer grants to Civica 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. 5.3 7.3 The Customer hereby grants to Civica a non-exclusive, non-non- transferrable (except as part of a permitted assignment of the this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of these SaaS Termsthis Contract. 5.4 7.4 Civica shall defend or, at its option, settle any claim brought against Customer regarding its authorised use of the SaaS Service, excluding third party software and open source software, in the UK and in accordance with the 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: 5.4.1 7.4.1 Customer notifies Civica immediately; 5.4.2 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; 5.4.3 7.4.3 Civica is given immediate and complete control of such claim; and 5.4.4 7.4.4 the claim does not arise from any unauthorised access or alteration to the SaaS Service or Customer’s (including the Authorised Users or Authorised Third Parties) access of the SaaS Service after notice of alleged infringement is known. 5.5 7.5 In the event that a claim, as contemplated by clause 5.47.4, is made or in Civica’s opinion is likely to be made, Civica may at its option: 5.5.1 7.5.1 change or replace all or any part of the SaaS Service; or 5.5.2 7.5.2 terminate these SaaS Terms 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.