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. [EXCLUDED RIGHTS 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.] ANNEX C

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. [EXCLUDED RIGHTS 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.] ANNEX C