Common use of Licence Terms Clause in Contracts

Licence Terms. Each licence granted under the Standard Licence Terms pursuant to clauses , and (Licences Granted by the Service Provider shall be perpetual, royalty free and non-exclusive and shall allow the Licensee to Use the Service Provider Software, Third Party Software and/or Service Provider’s Pre-Existing IPR (as relevant). The Licensee may sub-license the rights granted to it pursuant to paragraph to a third party (including for the avoidance of doubt any Replacement Contractor) provided that: the sub-licence only authorises the third party to Use the Licensor's Software for the benefit of the Customer; and the third party has entered into a confidentiality undertaking with the Licensee. The Licensee may copy the Service Provider Software, Third Party Software and/or Service Provider’s Pre-Existing IPR (as relevant) in order to create an archival copy and a back‑up copy of it. When copying the Licensor's Software, the Licensee shall include the original machine readable copyright notice, and a label affixed to the media identifying the software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [name of owner]." The Customer may: assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Customer ; or transfer the Licences to other machines or users within the Customer. Any change in the legal status of the Customer which means that it ceases to be a Contracting Authority shall not affect the validity of any licence granted under the Standard Licence Terms. If the Customer ceases to be a Contracting Authority, the Standard Licence Terms shall be binding on any successor body to the Customer. If a licence under the Standard Licence Terms is novated pursuant to paragraph 2.4.1 above or there is a change of the Customer's status pursuant to paragraph above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"): the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms (or any part of it) with the prior written consent (not to be unreasonably withheld or delayed) of the Licensor; and the rights acquired by the Transferee relating to the Use of the Licensed Materials shall not extend beyond those previously enjoyed by the Customer.

Licence Terms. Each licence granted under the Standard Enhanced Licence Terms pursuant to clauses , and Clause 23.4 (Licences Granted by the Service Provider Supplier) shall be perpetual, royalty free free, irrevocable and non-exclusive non‑exclusive and shall allow the Licensee Customer to Use the Service Provider Software, Third Party Project Specific IPR and/or Specially Written Software and/or Service Provider’s Pre-Existing IPR (as relevant). The Licensee Customer may sub-license the licence its rights granted to it pursuant to paragraph to a third party (including including, for the avoidance of doubt doubt, any Replacement ContractorSupplier) provided that: the sub-licence only authorises the third party to Use the Licensor's Project Specific IPR and the Specially Written Software for the benefit of the Customer; and the third party has entered into a confidentiality undertaking with the LicenseeCustomer. The Licensee Customer may copy the Service Provider Software, Third Party Software and/or Service Provider’s Pre-Existing IPR (as relevant) in order to create an archival copy and a back‑up copy of it. When copying the Licensor's Software, the Licensee shall include the original machine readable copyright notice, and a label affixed to the media identifying the software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [name of owner]." The Customer may: assign, novate or otherwise dispose of its rights and obligations under the Standard Enhanced Licence Terms to any other body (including any Contracting Body or private sector body) which substantially performs any of the functions that previously had been performed by the Customer ; or transfer the Licences to other machines or users within the Customer. Any change in the legal status of the Customer which means that it ceases to be a Contracting Authority Body shall not affect the validity of any licence granted under the Standard Enhanced Licence Terms. If the Customer ceases to be a Contracting AuthorityBody, the Standard Enhanced Licence Terms shall be binding on any successor body to the Customer. If a licence under the Standard Enhanced Licence Terms is novated pursuant to paragraph 2.4.1 2.2 above or there is a change of the Customer's status pursuant to paragraph 2.3 above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"): the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Enhanced Licence Terms (or any part of it) with the prior written consent (not to be unreasonably withheld or delayed) of the LicensorSupplier; and the rights acquired by the Transferee relating to the Use of the Licensed Materials Project Specific IPR and the Specially Written Software shall not extend beyond those previously enjoyed by the Customer. A licence granted under the Enhanced Licence Terms shall not include a right for the Customer, or any person on behalf of the Customer, to: provide a copy of the Project Specific IPR and/or the Specially Written Software to any person for money or for other valuable consideration; Use the Project Specific IPR and/or the Specially Written Software as an integral part of any product which is supplied to any person for money or for other valuable consideration; or to exploit commercially the Project Specific IPR and/or the Specially Written Software.]

Licence Terms. Each licence granted under the Standard Enhanced Licence Terms pursuant to clauses , and Clause 19.4 (Licences Granted by the Service Provider Supplier) shall be perpetual, royalty free free, irrevocable and non-exclusive non‑exclusive and shall allow the Licensee Customer to Use the Service Provider Software, Third Party Project Specific IPR and/or Specially Written Software and/or Service Provider’s Pre-Existing IPR (as relevant). The Licensee Customer may sub-license the licence its rights granted to it pursuant to paragraph to a third party (including including, for the avoidance of doubt doubt, any Replacement ContractorSupplier) provided that: the sub-licence only authorises the third party to Use the Licensor's Project Specific IPR and the Specially Written Software for the benefit of the Customer; and the third party has entered into a confidentiality undertaking with the LicenseeCustomer. The Licensee Customer may copy the Service Provider Software, Third Party Software and/or Service Provider’s Pre-Existing IPR (as relevant) in order to create an archival copy and a back‑up copy of it. When copying the Licensor's Software, the Licensee shall include the original machine readable copyright notice, and a label affixed to the media identifying the software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [name of owner]." The Customer may: assign, novate or otherwise dispose of its rights and obligations under the Standard Enhanced Licence Terms to any other body (including any Contracting Body or private sector body) which substantially performs any of the functions that previously had been performed by the Customer ; or transfer the Licences to other machines or users within the Customer. Any change in the legal status of the Customer which means that it ceases to be a Contracting Authority Body shall not affect the validity of any licence granted under the Standard Enhanced Licence Terms. If the Customer ceases to be a Contracting AuthorityBody, the Standard Enhanced Licence Terms shall be binding on any successor body to the Customer. If a licence under the Standard Enhanced Licence Terms is novated pursuant to paragraph 2.4.1 2.2 above or there is a change of the Customer's status pursuant to paragraph 2.3 above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"): the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Enhanced Licence Terms (or any part of it) with the prior written consent (not to be unreasonably withheld or delayed) of the LicensorSupplier; and the rights acquired by the Transferee relating to the Use of the Licensed Materials Project Specific IPR and the Specially Written Software shall not extend beyond those previously enjoyed by the Customer. A licence granted under the Enhanced Licence Terms shall not include a right for the Customer, or any person on behalf of the Customer, to: provide a copy of the Project Specific IPR and/or the Specially Written Software to any person for money or for other valuable consideration; Use the Project Specific IPR and/or the Specially Written Software as an integral part of any product which is supplied to any person for money or for other valuable consideration; or to exploit commercially the Project Specific IPR and/or the Specially Written Software.]

Licence Terms. 1.1 Each licence granted under the Standard Licence Terms pursuant to clauses , and clause 15 (Licences Granted by the Service Provider Supplier) shall be be: 1.1.1 perpetual, royalty free free, irrevocable and non-exclusive and shall allow the Licensee to Use the Service Provider Supplier Software, Third Party Software and/or Service Provider’s Pre-Existing Supplier's Background IPR (as relevant). The Licensee may sub-license ) for any purpose relating to the rights granted Services or to it pursuant to paragraph to a third party (including for the avoidance of doubt any Replacement Contractor) provided that: the sub-licence only authorises the third party to Use the Licensor's Software for the benefit exercise of the Customer; and the third party has entered into a confidentiality undertaking with business or function of the Licensee. 1.2 The Licensee may copy the Service Provider Supplier Software, Third Party Software and/or Service Provider’s Pre-Existing Supplier's Background IPR (as relevant) in order to create an archival copy and a back‑up back-up copy of it. When copying the Licensor's Software, the Licensee shall include the original machine readable copyright notice, and a label affixed to the media identifying the software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [name of owner]." " 1.3 The Customer may: may assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Customer ; or transfer the Licences to other machines or users within the Customer. . 1.4 Any change in the legal status of the Customer which means that it ceases to be a Contracting Authority shall not affect the validity of any licence granted under the Standard Licence Terms. If the Customer ceases to be a Contracting Authority, the Standard Licence Terms shall be binding on any successor body to the Customer. . 1.5 If a licence under the Standard these Licence Terms is novated pursuant to paragraph 2.4.1 1.3 above or there is a change of the Customer's status pursuant to paragraph 1.4 above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"): the Transferee may only assign), novate or otherwise dispose of its rights and obligations under the Standard Licence Terms (or any part of it) with the prior written consent (not to be unreasonably withheld or delayed) of the Licensor; and the rights acquired by the Transferee relating to the Use of the Licensed Materials shall not extend beyond those previously enjoyed by the Customer.

Licence Terms. 10.1 Each licence granted under the Standard Enhanced Licence Terms pursuant to clauses , and clause 35 (Licences Granted by the Service Provider Contractor) shall be perpetual, royalty free free, irrevocable and non-exclusive and shall allow the Licensee [Authority]/[Licensee] to Use the Service Provider Software, Third Party Project Specific IPR and/or Specially Written Software and/or Service Provider’s Pre-Existing IPR (as relevant). . 10.2 The Licensee [Authority]/[Licensee] may sub-license the licence its rights granted to it pursuant to paragraph to a third party (including including, for the avoidance of doubt doubt, any Replacement Contractor) provided that: : 10.2.1 the sub-licence only authorises the third party to Use Project Specific IPR, and the Licensor's Specially Written Software the Contractor IPR for the benefit of the CustomerAuthority; and and 10.2.2 the third party has entered into a confidentiality undertaking with the Licensee. The Licensee may copy [Authority]/[Licensee]. 10.3 [A licence granted under the Service Provider SoftwareEnhanced Licence Terms shall not include a right for the Authority, Third Party Software and/or Service Provider’s Pre-Existing IPR (as relevant) in order to create an archival copy and or any person on behalf of the Authority, to: 10.3.1 provide a back‑up copy of it. When copying the Licensor's Software, Project Specific IPR and/or Specially Written Software to any person for money or for other valuable consideration; 10.3.2 Use the Licensee shall include Project Specific IPR and the original machine readable copyright notice, and a label affixed to the media identifying the software and stating: "This medium contains Specially Written Software as an authorised copy integral part of copyrighted software any product which is supplied to any person for money or for other valuable consideration; or 10.3.3 Use the property Project Specific IPR and the Specially Written Software in the development of any product that competes with those of the Contractor; or 10.3.4 to exploit commercially the Project Specific IPR and the Specially Written Software.] 10.4 The Authority may [name of owner]." The Customer may: assign, ,] novate [or otherwise dispose of of] its rights and obligations under the Standard Enhanced Licence Terms to any other body (including any Contracting Authority or private sector body) which substantially performs any of the functions that previously had been performed by the Customer ; or transfer the Licences to other machines or users within the Customer. Authority. 10.5 Any change in the legal status of the Customer Authority which means that it ceases to be a Contracting Authority shall not affect the validity of any licence granted under the Standard Enhanced Licence Terms. If the Customer Authority ceases to be a Contracting Authority, the Standard Enhanced Licence Terms shall be binding on any successor body to the Customer. Authority. 10.6 If a licence under the Standard Enhanced Licence Terms is novated pursuant to paragraph 2.4.1 6.4 above or there is a change of the CustomerAuthority's status pursuant to paragraph 6.5 above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"): ): 10.6.1 [the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Enhanced Licence Terms (or any part of it) with the prior written consent (not to be unreasonably withheld or delayed) of the Licensor; and and] 10.6.2 the rights acquired by the Transferee relating to the Use of the Licensed Materials Project Specific IPR and the Specially Written Software shall not extend beyond those previously enjoyed by the CustomerAuthority.

Licence Terms. Each licence granted 2.1 Subject to this clause 2, Typefi licenses the Customer to use the Software (Licence) on the following conditions: (1) the Licence will be a subscription licence; (2) the Licence Term commences on the Commencement Date and continues for the Initial Term, together with any Further Terms, unless terminated earlier in accordance with this Agreement; (3) the Licence Certificate sets out the Software modules and the number of instances permitted under the Standard Licence. The Customer may notify Typefi from time to time that it wishes to vary the number of instances of the Software the subject of the Licence Terms pursuant to clauses during the Licence Term, and (Licences Granted Typefi may issue a revised Licence Certificate to reflect the agreed varied number of instances of the Software upon payment of the relevant additional Fees in full by the Service Provider shall be perpetual, royalty free Customer; (4) the Customer must only use the Software on the software and hardware platforms specified in the Documentation; (5) the Licence is non-exclusive and shall allow the Licensee to Use the Service Provider Softwaremust not be transferred, Third Party Software and/or Service Provider’s Pre-Existing IPR (as relevant)assigned or dealt with in any way. The Licensee Customer may sub-license only use the rights granted to it pursuant to paragraph to a third party (including for the avoidance of doubt any Replacement Contractor) provided that: the sub-licence only authorises the third party to Use the Licensor's Software for the benefit Customer’s own internal purposes and must not sublicense, lease or loan the Software or any part of the Customer; and the third party has entered into a confidentiality undertaking with the Licensee. The Licensee may copy the Service Provider Software, Third Party Software and/or Service Provider’s Pre-Existing IPR (as relevant) in order to create an archival copy and a back‑up copy of it. When copying the Licensor's Software, the Licensee shall include the original machine readable copyright notice, and a label affixed to the media identifying the software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [name of owner]." The Customer may: assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms it to any other body person; (including any private sector body6) which substantially performs any the Customer may make one backup copy of the functions Software. The backup copy must only be used for archival purposes. Except as permitted by Applicable Law and this Agreement, the Customer must not otherwise copy, reproduce or transmit the Software in whole or in part; (7) the Customer must not reverse engineer, decompile or dissassemble the Software or otherwise reduce it to a human readable form, except to the extent that previously had been performed doing so is expressly permitted by Applicable Law and any right to do so cannot be excluded; (8) the Customer must not integrate or use the Software with any Open Source Software or otherwise take any action that could require disclosure, distribution or licensing of all or any part of the Software in source code form for the purpose of making derivative works or at no charge; (9) any other rights of the Customer in relation to the Software are excluded or limited to the extent permitted by Applicable Law; (10) if Annexure A refers to any non-production licence, the Customer is permitted to use the relevant Software module solely for non-production purposes, which is limited to use for internal development, testing and training; (11) if Annexure A refers to any Typefi DR (Disaster Recovery) Licence, the Customer is permitted to use the relevant Software module solely for disaster recovery purposes, in which the installed instance is held inoperative and only to be used in the case of a disaster scenario to the primary production licences; and (12) If the Annexure to this Schedule refers to any 3rd party licenses such as Adobe Licences, they are not covered under this Agreement, and the Customer must agree to the terms of each end user licence agreement provided with each Software module. 2.2 Except as otherwise set out in this Agreement, Typefi is not be obliged to provide advice, training, error correction, modifications, Updates, New Releases or enhancements to the Software. 2.3 The Fees paid by the Customer ; or transfer the Licences to other machines or users within the Customer. Any change in the legal status respect of the Customer which means that it ceases to be a Contracting Authority shall not affect the validity of any licence granted under the Standard Licence Terms. If Software entitle the Customer ceases to be a Contracting Authority, use the Standard Licence Terms shall be binding on any successor body to Software in accordance with the Customer. If a licence under the Standard Licence Terms is novated pursuant to paragraph 2.4.1 above or there is a change of the Customer's status pursuant to paragraph above, (in the remainder terms of this paragraph both such bodies are referred Agreement, but do not confer any other rights to as or in connection with the "Transferee"): Software. 2.4 The Software is protected by intellectual property laws and international intellectual property treaties. All Intellectual Property Rights in connection with the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms Software (or any part of it, whether or not incorporated into any other software) with are and remain in the prior written consent ownership and under the control of Typefi. This Agreement grants the Customer a licence to use the Software, and the Software is not sold to the Customer. 2.5 The Customer must pay the Fees to Typefi in the amount set out in the Annexure to this Schedule and in the manner set out in Schedule 9. 2.6 Upon payment of the Fees in full, Typefi must issue the Licence Certificate to the Customer. Upon expiry of the Licence Term or failure by the Customer to pay the Fees when due the Licence terminates immediately, without notice to the Customer, and the Customer must immediately destroy or send to Typefi the original and all copies of the Software. 2.7 During the Licence Term and for 2 years afterwards, if Typefi has reasonable grounds to suspect that the Customer has committed a breach of this Agreement in relation to the number of Software instances used or the licence restrictions in clause 2.1, then Typefi may (whether by itself or through an appropriately qualified independent assessor) access all of the Customer’s records, materials and business premises in order to determine whether there has been a breach of this Agreement (Audit). In respect of the Audit: (1) where Typefi appoints an independent assessor to conduct the Audit, Typefi will procure the independent assessor to keep confidential any information which is confidential to the Customer which comes into his or her possession, but may disclose or use such information to enable the independent assessor to supply a report to Typefi as to whether the Customer has committed a breach of this Agreement; (2) the Customer must do all things reasonably required by Typefi to assist in the Audit; (3) if the Audit shows that the Customer used, or is using, a greater number of Instances of the Software than that legitimately licensed, or deployed or used, or is deploying or using, the Software in any way not permitted under this Agreement, and which would require the payment of additional Fees, the Customer must pay the applicable additional Fees, as determined by Typefi, within 30 days of the invoice date; and (4) if the additional Fees are in excess of 5% of the Licence Fees paid under this Agreement then, in addition to payment of the additional Fees, the Customer must pay Typefi’s costs of conducting the Audit plus interest on the additional Fees calculated by reference to the overdraft rate charged by Typefi’s bankers. 2.8 If the Customer wishes to dispute the findings of an Audit conducted under clause Chyba! Nenalezen zdroj odkazů., it may invoke the dispute resolution procedures in Schedule 10. 2.9 Typefi warrants that any media on which the Software is provided to the Customer is free from any defect in materials or workmanship that prevents the use of that media by the Customer as intended under this Agreement. This warranty expires 60 days after the delivery to the Customer of the media. 2.10 To the extent permitted by law: (1) except as provided under the limited warranty in clause 2.9, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise relating in any way to the Software are excluded. The Customer agrees that it has relied on its own skill and judgement in deciding to use the Software and that no representation has been made regarding any benefit to be unreasonably withheld obtained from the acquisition or delayed) use of the Licensor; and the rights acquired by the Transferee relating Software; (2) any liability of Typefi in relation to the Use Software and any media on which it is provided, whether under the limited warranty in clause 2.9 or under any term, condition, warranty, undertaking, inducement or representation that by law cannot be excluded or that is not otherwise excluded by this Agreement is limited at the option of Typefi to the replacement, repair or resupply of the Licensed Materials shall not extend beyond those previously enjoyed Software or media or the cost of the Software or media; and (3) all liability of Typefi in relation to the supply or non-supply of the Software or media on which it is provided is excluded in respect of any indirect or consequential damage, expense or loss suffered or incurred by the Customer, and in any event (whether it is direct or indirect) in respect of any business interruption, lost revenue or profits, loss of goodwill and lost or corrupted data.

Licence Terms. 6.1 Each licence granted under the Standard Licence Terms pursuant to clauses , and clause 35 (Licences Granted by the Service Provider Contractor) shall be perpetual[perpetual][for a period of [ ]], royalty free and non-exclusive and shall allow the Licensee [Authority]/[Licensee] to Use the Service Provider Contractor Software, Third Party Software and/or Service Provider’s Pre-Existing Contractor's Background IPR (as relevant). . 6.2 The Licensee [Authority]/[Licensee] may sub-license the rights granted to it pursuant to paragraph 6.1 to a third party (including for the avoidance of doubt any Replacement Contractor) provided that: : 6.2.1 the sub-licence only authorises the third party to Use the Licensor's Software for the benefit of the CustomerAuthority; and and 6.2.2 the third party has entered into a confidentiality undertaking with the Licensee. [Authority]/[Licensee]. 6.3 The Licensee [Authority]/[Licensee] may copy the Service Provider Contractor Software, Third Party Software and/or Service Provider’s Pre-Existing Contractor's Background IPR (as relevant) in order to create an archival copy and a back‑up back-up copy of it. When copying the Licensor's Software, the Licensee [Authority]/[Licensee] shall include the original machine readable copyright notice, and a label affixed to the media identifying the software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [name of owner]." " 6.4 The Customer Authority may: : 6.4.1 [assign, ]novate [or otherwise dispose of of] its rights and obligations under the Standard Licence Terms to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Customer Authority; or or 6.4.2 [transfer the Licences to other machines or users within the Customer. Authority.] 6.5 Any change in the legal status of the Customer Authority which means that it ceases to be a Contracting Authority shall not affect the validity of any licence granted under the Standard Licence Terms. If the Customer Authority ceases to be a Contracting Authority, the Standard Licence Terms shall be binding on any successor body to the Customer. Authority. 6.6 If a licence under the Standard Licence Terms is novated pursuant to paragraph 2.4.1 6.4.1 above or there is a change of the CustomerAuthority's status pursuant to paragraph 6.5 above, (in the remainder of this paragraph both such bodies are referred to as the "Transferee"): ): 6.6.1 [the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms (or any part of it) with the prior written consent (not to be unreasonably withheld or delayed) of the Licensor; and and] 6.6.2 the rights acquired by the Transferee relating to the Use of the Licensed Materials shall not extend beyond those previously enjoyed by the CustomerAuthority.