Common use of IPR Clause in Contracts

IPR. 9.1 Where the Supplier has provided Software and/or Documentation necessary for the Customer to make reasonable use of the Services and/or Equipment, the Customer acknowledges and agrees that: 9.1.1 the ownership of and all Intellectual Property Rights in the Software and Documentation remains with the Supplier or its Third-Party Licensor; 9.1.2 the Supplier grants a non-exclusive, non- transferable limited right to use the Software and/or Documentation to the Customer, solely as necessary for the provision of the Service in accordance with the terms of this Agreement. The Customer hereby agrees to comply with the provisions of any Third-Party Software licence, which will automatically terminate on expiry or termination of this Agreement; 9.1.3 it will not make any modifications to the Software or Documentation; 9.1.4 it will not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software in whole or part except as permitted by law; 9.1.5 it will not rent, lease, lend, make available or distribute the Software or Documentation, assign the benefit or subcontract the burden of this Agreement in whole or part or allow the Software to become the subject of any charge, lien or encumbrance; 9.1.6 it shall not (and shall not permit any third party to) export the Software, Documentation or any hardware upon which the Software is embedded, out of the UK without the prior written consent of the Supplier or any licensor; 9.1.7 it will not modify, obscure or remove any copyright or proprietary notices on the Software or Documentation; 9.1.8 it permits the Supplier or the Software licensor, upon reasonable notice to enter during Normal Working Hours any premises owned or controlled by the Customer in order to review the Customer’s use of the Software and/or the Documentation and ensure that the Customer is using the same in accordance with this Agreement; 9.1.9 it shall not resell the Services or sub-licence any Software to any third party, without the Supplier’s express consent. Such consent shall be at the Supplier’s sole discretion and subject to the Customer entering into a separate licence; 9.1.10 the Supplier does not warrant that the Software or Documentation is error free and the Customer hereby agrees to make proper back-ups of all data, and; 9.1.11 it shall be responsible, unless otherwise included in Service Schedules for applying patches, fixes or other temporary repairs and preventative maintenance to the Software to maintain the Software to the licensor's published specifications or as otherwise applicable to the provision of the Services. 9.2 The Customer will not, and will procure that none of its employees, subcontractors, agents or any third party authorised to use the Service and/or Software, infringe any Intellectual Property Rights owned by the Supplier, its Affiliates or third-party licensors. 9.3 The Customer shall, at all times during and after termination or expiry of this Agreement, indemnify and keep indemnified the Supplier, its Affiliates or third-party licensors against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by the Supplier, its Affiliate or third-party licensors arsing from any claim made against the Supplier, its Affiliate or third-party licensors due to: 9.3.1 the Customer amending or in any way altering the Software or Documentation; 9.3.2 using it for a purpose not permitted by this Agreement, and; 9.3.3 for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the use of the Services. 9.4 If the Customer becomes aware of any breach of third-party rights, as a consequence of the Customer’s use or possession of the Software and/or the Documentation in accordance with the terms of the Agreement, the Customer agrees that it shall: 9.4.1 give the Supplier notice of any such claim within fourteen (14) days of the date on which the Customer is first given notice that the claim has been made: 9.4.2 allow the Supplier or its Software licensors to have sole conduct of the defence or settlement of any such claim, and; 9.4.3 provide the Supplier with all reasonable assistance in conducting the defence or settlement of any such claim and shall make no prejudicial statement or admission of liability. 9.5 For the avoidance of doubt, the Supplier shall have the right at our sole option and expense where there has been a breach as referred to in clause 9.4, to: 9.5.1 procure the right for the Customer to continue using the Software and/or the Documentation so that it such use is no longer infringing; 9.5.2 modify the Services, Software and/or the Documentation so that they become non- infringing without material diminution in their performance or specification so that the provision of the Services is not materially adversely affected. 9.6 Upon termination of this Agreement, the Customer’s right to use the Software and/or Documentation shall cease and the Customer shall, at the Supplier’s absolute discretion, promptly return, or if requested, destroy all copies of the Software and/or Documentation held by the Customer that is in a tangible form, including Software and/or Documentation stored on electronic or optical devices, whether in digital format or otherwise.