Common use of IPR Clause in Contracts

IPR. 6.1 All Intellectual Property Rights in the Services belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the Services pass to the Customer. 6.2 Civica shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the Services any suggestions, enhancement requests or other feedback provided by the Customer relating to the Services without restriction. 6.3 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. 6.4 Civica shall defend or, at its option, settle any claim brought against Customer regarding its authorised use of the Services, 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: 6.4.1 Customer notifies Civica immediately; 6.4.2 Customer provides all information and assistance as Civica reasonably requests at Civica’s cost, and Customer does not prejudice the defence of such claim; 6.4.3 Civica is given immediate and complete control of such claim; and 6.4.4 the claim does not arise from any unauthorised use or alteration to the Services or Customer’s use of the Services after notice of alleged infringement is known. 6.5 In the event that a claim as contemplated by clause 6.4 is made or in Civica’s opinion is likely to be made, Civica may at its option: 6.5.1 obtain the right for Customer to continue to use the Services; 6.5.2 change or replace all or any part of the Services; or 6.5.3 terminate this Contract immediately on written notice. 6.6 Clauses 6.4 and 6.5 state the entire liability of Civica in respect of any claim as contemplated by clause 6.4.

IPR. 6.1 All Intellectual Property Rights in the Services belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the Services pass to the Customer. 6.2 Civica shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the Services any suggestions, enhancement requests or other feedback provided by the Customer relating to the Services without restriction. 6.3 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. 6.4 Civica shall defend or, at its option, settle any claim brought against Customer regarding that its authorised use of the Services, excluding third party software and open source software, in the UK 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: 6.4.1 Customer notifies Civica immediately; 6.4.2 Customer provides all information and assistance as Civica reasonably requests requires at Civica’s cost, and Customer does not prejudice the defence of such claim; 6.4.3 Civica is given immediate and complete control of such claim; and 6.4.4 the claim does not arise from any unauthorised use or alteration to the Services or Customer’s use of the Services after notice of alleged infringement is known. 6.5 In the event that a claim as contemplated by clause 6.4 is made or in Civica’s opinion is likely to be made, Civica may at its option: 6.5.1 obtain the right for Customer to continue to use the Services; 6.5.2 change or replace all or any part of the Services; or 6.5.3 terminate this Contract immediately on written notice. 6.6 Clauses 6.4 and 6.5 state the entire liability of Civica in respect of any claim as contemplated by clause 6.4.