Common use of Licence granted by the Supplier Clause in Contracts

Licence granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Contract Period or following the Contract Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.6, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 and/or 22.11 or there is a change of the Customer’s status pursuant to Clause 22.12 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusive, non-transferable licence during the Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 35.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 35.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.635.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 35.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 35.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 35.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 35.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 35.2 (Licence granted by the Supplier: Project Specific IPR). ; and The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 35.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 35.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 35.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 35.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 35.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 35.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 35.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 35.5.1 and/or 22.11 35.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 35.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 35.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 35.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 35.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 35.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 36.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Supplier Background IPR The Subject always to Clause 33.3.4, the Supplier hereby grants to the Customer Contracting Authority a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or servicesServices) or for any purpose relating to the exercise of the CustomerContracting Authority’s (or, if the Customer Contracting Authority is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Contracting Authority Cause which constitutes a material breach of the terms of 22.5 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer Contracting Authority written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.633.3.2, the Customer Contracting Authority shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months of the termination of the licence, the Customer Contracting Authority may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the CustomerContracting Authority) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. CustomerThe Supplier shall not include any Supplier Background IPRs in any of the Deliverables or Project Specific IPRs without the Approval of the Contracting Authority. Where Approval is requested by the Supplier pursuant to Clause 33.3.4, the Supplier shall provide full details to the Contracting Authority of the Supplier Background IPRs to be included, along with details of the impact on the Contracting Authority’s right to sub-license The Customer shall be freely entitled to sub-license use the rights granted to it pursuant to Clause 22.4 (Licence granted by the Supplier: Deliverables and Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) IPRs and, without prejudice to a third party (including for the avoidance any other provision of doubtthis Call Off Contract, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is licencing implications which may arise as a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 and/or 22.11 or there is a change of the Customer’s status pursuant to Clause 22.12 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusive, non-transferable licence during the Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customerresult.

Licence granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.633.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 33.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR). ; and The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 33.5.1 and/or 22.11 33.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 33.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 33.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 33.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Project Specific IPR The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevocable, non-exclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. Licence granted by the Supplier: Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Contract Period or following the Contract Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.633.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 33.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 33.5.1 and/or 22.11 33.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 33.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 33.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 33.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Project Specific IPR The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevocable, non-exclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. Licence granted by the Supplier: Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 Error: Reference source not found by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 Error: Reference source not found which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.6Error: Reference source not found, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 Error: Reference source not found (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 Error: Reference source not found (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 Error: Reference source not found (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 Error: Reference source not found (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 Error: Reference source not found (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 Error: Reference source not found and/or 22.11 Error: Reference source not found or there is a change of the Customer’s status pursuant to Clause 22.12 Error: Reference source not found (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 33.5 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 Error: Reference source not found (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 33.5 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 43.2.11(c) (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 34.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 34.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.634.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 34.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 34.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 34.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 34.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 34.2 (Licence granted by the Supplier: Project Specific IPR). ; and The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 34.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 34.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 34.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 34.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 34.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 34.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 34.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 34.5.1 and/or 22.11 34.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 34.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 34.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 34.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 34.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 34.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 35.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.633.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 33.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR). ; and The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector bodycompany) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 33.5.1 and/or 22.11 33.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 33.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 33.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 33.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Project Specific IPR The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevocable, non-exclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. Licence granted by the Supplier: Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Contract Period or following the Contract Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 42.1.7 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 42.1.7 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.642.1.8, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 42.1.5 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 42.1.7 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 42.1.7 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 42.1.7 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 42.1.4 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 42.1.6 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 42.1.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 42.1.6 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 42.1.4 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 42.1.6 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 42.1.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 42.1.6 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 42.1.12 and/or 22.11 42.1.13 or there is a change of the Customer’s status pursuant to Clause 22.12 42.1.14 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 42.1.6 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 42.1.13 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 42.1.6 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 42.1.13 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 44.1.13(c) (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call-Off Contract Period or following the Contract Call-Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 30.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 30.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.6, 30.3.2 the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 30.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 30.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 30.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 30.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 30.2 (Licence granted by the Supplier: Project Specific IPR). ; and The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 30.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 30.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 30.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 30.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 30.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 30.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 30.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 30.5.1 and/or 22.11 30.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 30.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 30.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 30.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 30.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 30.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call-Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call-Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 31.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Project Specific IPR The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevocable, non-exclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. Licence granted by the Supplier: Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Contract Lease Agreement Period or following the Contract Lease Agreement Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 Error: Reference source not found by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 Error: Reference source not found which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.6Error: Reference source not found, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 Error: Reference source not found (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 Error: Reference source not found (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 Error: Reference source not found (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 Error: Reference source not found (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 Error: Reference source not found (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 Error: Reference source not found and/or 22.11 Error: Reference source not found or there is a change of the Customer’s status pursuant to Clause 22.12 Error: Reference source not found (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 33.5 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 Error: Reference source not found (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 33.5 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Contract Lease Agreement Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this ContractLease Agreement, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 43.2.11(c) (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Project Specific IPR The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevocable, non-exclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. Licence granted by the Supplier: Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 43.1.7 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 43.1.7 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.643.1.8, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 43.1.5 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 43.1.7 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 43.1.7 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 43.1.7 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 43.1.4 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 43.1.6 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 43.1.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 43.1.6 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 43.1.4 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 43.1.6 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 43.1.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 43.1.6 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 43.1.12 and/or 22.11 43.1.13 or there is a change of the Customer’s status pursuant to Clause 22.12 43.1.14 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 43.1.6 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 43.1.13 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 43.1.6 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 43.1.13 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 45.1.13(c) (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Project Specific IPR The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevocable, non-exclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. Licence granted by the Supplier: Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Contract Period or following the Contract Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.633.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 33.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 33.5.1 and/or 22.11 33.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 33.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 33.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 33.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this ContractContract , including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Project Specific IPR The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevocable, non-exclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. Licence granted by the Supplier: Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.633.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 33.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 33.5.1 and/or 22.11 33.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 33.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 33.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 33.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Contract Period or following the Contract Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.633.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 and/or 22.11 or there is a change of the Customer’s status pursuant to Clause 22.12 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusive, non-transferable licence during the Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Project Specific IPR The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevocable, non-exclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. Licence granted by the Supplier: Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services and the delivery of purchased Goods (or substantially equivalent goods and/or servicesGoods and the delivery of purchased Goods) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 44.1.7 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 44.1.7 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.644.1.8, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 44.1.5 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 44.1.7 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 44.1.7 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services and the delivery of purchased Goods (or substantially equivalent goods and/or servicesGoods and the delivery of purchased Goods) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 44.1.7 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 44.1.4 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 44.1.6 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 44.1.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 44.1.6 (Licences Licence granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 44.1.4 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 44.1.6 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 44.1.4 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 44.1.6 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 44.1.12 and/or 22.11 44.1.13 or there is a change of the Customer’s status pursuant to Clause 22.12 44.1.14 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 44.1.6 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 44.1.13 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 44.1.6 (Licences Licence granted by the Supplier: Supplier Background IPR) and Clause 22.11 44.1.13 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services and the delivery of purchased Goods in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 46.1.13(c) (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Project Specific IPR The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevocable, non-exclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. Licence granted by the Supplier: Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or and Services (or substantially equivalent goods and/or servicesand Services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.633.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 33.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or and Services (or substantially equivalent goods and/or and services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 33.5.1 and/or 22.11 33.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 33.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 33.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 33.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or and Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Project Specific IPR The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevocable, non-exclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. Licence granted by the Supplier: Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.633.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 33.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR). The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 33.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 33.5.1 and/or 22.11 33.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 33.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 33.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 33.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licence granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Contract Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 22.5 31.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 22.5 31.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 22.631.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) Months months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer shall be freely entitled to sub-license the rights granted to it pursuant to Clause 22.4 31.2.1 (Licence granted by the Supplier: Project Specific IPR). The Customer may sub-license: the rights granted under Clause 22.5 31.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 22.5 31.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 22.5 31.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause 22.4 31.2 (Licence granted by the Supplier: Project Specific IPR). ; and The Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted pursuant to Clause 22.5(Licence 31.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 22.4 31.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 31.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 22.4 31.2 (Licence granted by the Supplier: Project Specific IPR) and Clause 22.5 31.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 22.4 31.2 (Licence granted by the Supplier: Project Specific IPR) and/or Clause 22.5 31.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses 22.10 31.5.1 and/or 22.11 31.5.2 or there is a change of the Customer’s status pursuant to Clause 22.12 31.5.3 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 22.5 31.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 22.10 31.5.2 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 22.5 31.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 22.11 31.5.2 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, nonexclusivenon-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 23.10 to 23.18 32.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.