Common use of LICENCES GRANTED BY THE AUTHORITY Clause in Contracts

LICENCES GRANTED BY THE AUTHORITY. 18.1 The Authority hereby grants to the Supplier a royalty-free, non-exclusive, non- transferable licence during the Term to use the Authority Software, the Authority Background IPRs, the Specially Written Software, the Project Specific IPRs and the Authority Data solely to the extent necessary for performing the Services in accordance with this Agreement, including (but not limited to) the right to grant sub-licences to Sub-contractors provided that: (a) any relevant Sub-contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 22 (Confidentiality); and (b) the Supplier shall not, without the Authority’s prior written consent, use the licensed materials for any other purpose or for the benefit of any person other than the Authority. 18.2 In the event of the termination or expiry of this Agreement, the licence granted pursuant to Clause 18.1 and any sub-licence granted by the Supplier in accordance with Clause 18.1 shall terminate automatically on the date of such termination or expiry and the Supplier shall: (a) immediately cease all use of the Authority Software, the Authority Background IPRs and the Authority Data (as the case may be); (b) at the discretion of the Authority, return or destroy documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs and the Authority Data, provided that if the Authority has not made an election within 6 months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs and the Authority Data (as the case may be); and (c) ensure, so far as reasonably practicable, that any Authority Software, Authority Background IPRs and Authority Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any Supplier computer, word processor, voicemail system or any other Supplier device containing such Authority Software, Authority Background IPRs and/or Authority Data.

LICENCES GRANTED BY THE AUTHORITY. 18.1 The Subject to Clause 18.4, to the extent the Authority hereby is able to do so without incurring additional cost, the Authority grants to the Supplier a royalty-free, non- exclusive, non-exclusive, non- transferable licence during the Term to use the Authority Software, the Authority Background IPRs, the Specially Written Software, the Project Specific IPRs any IPR owned by it under Clause 16.2 and the Authority Data solely to the extent necessary for performing the Services and/or the Traded Contracts in accordance with this Agreement, including (but not limited to) the right to grant sub-licences to Sub-contractors provided that: (a) any relevant Sub-contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 22 21 (Confidentiality); and (b) the Supplier shall not, without the Authority’s prior written consent, use the licensed materials for any other purpose or for the benefit of any person other than the Authority. 18.2 In To the extent the Authority is able to do so without incurring additional cost, the Authority grants to the Supplier a perpetual, royalty-free, non-exclusive, non- transferable licence to use solely to the extent necessary for performing the Services and/or the Traded Contracts in accordance with this Agreement any Traded Services IPR owned by the Authority pursuant to Clause 16.4, including 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 21 (Confidentiality). 18.3 Subject to Clause 18.4, in the event of the termination or expiry of this Agreement, the licence granted pursuant to Clause 18.1 and any sub-licence granted by the Supplier in accordance with Clause 18.1 shall terminate automatically on the date of such termination or expiry and the Supplier shall: (a) immediately cease all use of the Authority Software, the Authority Background IPRs and IPRs, the Authority Data and any IPR owned by the Authority under Clause 16.2 (as the case may be); (b) at the discretion of the Authority, return or destroy documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs IPRs, any IPR owned by the Authority under Clause 16.2 and the Authority Data, provided that if the Authority has not made an election within 6 six (6) months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs IPRs, any IPR owned by the Authority under Clause 16.2 and the Authority Data (as the case may be); and; (c) ensure, so far as reasonably practicable, that any Authority Software, Authority Background IPRs IPRs, any IPR owned by the Authority under Clause 16.2 and Authority Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any Supplier computer, word processor, voicemail system or any other Supplier device containing such Authority Software, Authority Background IPRs IPRs, any IPR owned by the Authority under Clause 16.2 and/or Authority Data; and (d) provide to the Authority within no more than one (1) month of expiry or termination of this Agreement full details of: (i) any IPRs owned by the Authority that are required for the performance by the Supplier of any Traded Contracts that will remain in force after that time; and (ii) a summary of such Contracts, including their individual expiry dates. 18.4 In the event of the termination or expiry of this Agreement, any licence granted by the Authority under Clause 18.1, and any related sub-licence granted by the Supplier, shall not expire automatically under Clause 18.3 to the extent that it is required by the Supplier to perform any Traded Contracts that will remain in force after the Term. However, any licence that remains in force under this Clause shall automatically expire when the Traded Contract to which it relates expires or is terminated.

LICENCES GRANTED BY THE AUTHORITY. 18.1 The Authority hereby grants to the Supplier a royalty-free, non-exclusive, non- non-transferable licence during the Term to use use: (a) the Authority Software, ; (b) the Authority Background IPRs, ; (c) the Specially Written Software, ; (d) the Project Specific IPRs and IPRs; and (e) the Authority Data Data, in each case solely to the extent necessary for performing the Services in accordance with this Agreement, including (but not limited to) the right to grant sub-licences to Sub-contractors contractors, provided that: (ai) any relevant Sub-contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 22 21 (Confidentiality); and (bii) the Supplier shall not, without the Authority’s express prior written consent, use the licensed materials for any purpose other purpose than that set out in this Agreement or for the benefit of any person other than the Authority. 18.2 In the event of the termination or expiry of this Agreement, the licence granted pursuant to Clause 18.1 and any sub-licence granted by the Supplier in accordance with Clause 18.1 shall terminate automatically on the date of such termination or expiry and the Supplier shall: (a) immediately cease all use of the Authority Software, the Authority Background IPRs IPRs, the Specially Written Software, the Project Specific IPRs, and the Authority Data (as the case may be); (b) at the discretion of the Authority, return or destroy documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs, the Specially Written Software, the Project Specific IPRs and the Authority Data, provided that if the Authority has not made an election within 6 months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs IPRs, the Specially Written Software, the Project Specific IPRs, and the Authority Data (as the case may be); and (c) ensure, so far as reasonably practicable, that any Authority Software, Authority Background IPRs, the Specially Written Software, the Project Specific IPRs and Authority Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any Supplier computer, word processor, voicemail system or any other Supplier device containing such Authority Software, Authority Background IPRs, the Specially Written Software, the Project Specific IPRs and/or Authority Data.

LICENCES GRANTED BY THE AUTHORITY. 18.1 The Authority hereby grants to the Supplier a royalty-freeroyalty‐free, non-exclusivenon‐exclusive, non- non‐ transferable licence during the Term to use the Authority Software, the Authority Background IPRs, the Specially Written Software, the Project Specific IPRs and the Authority Data solely to the extent necessary for performing the Services in accordance with this Agreement, including (but not limited to) the right to grant sub-licences sub‐licences to Sub-contractors Sub‐contractors provided that: (a) any relevant Sub-contractor Sub‐contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 22 21 (Confidentiality); and (b) the Supplier shall not, without the Authority’s prior written consent, use the licensed materials for any other purpose or for the benefit of any person other than the Authority. 18.2 In the event of the termination or expiry of this Agreement, the licence granted pursuant to Clause 18.1 and any sub-licence sub‐licence granted by the Supplier in accordance with Clause 18.1 shall terminate automatically on the date of such termination or expiry and the Supplier shall: (a) immediately cease all use of the Authority Software, the Authority Background IPRs and the Authority Data (as the case may be); (b) at the discretion of the Authority, return or destroy documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs and the Authority Data, provided that if the Authority has not made an election within 6 months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs and the Authority Data (as the case may be); and (c) ensure, so far as reasonably practicable, that any Authority Software, Authority Background IPRs and Authority Data that are held in electronic, digital or other machine-readable machine‐readable form ceases to be readily accessible from any Supplier computer, word processor, voicemail system or any other Supplier device containing such Authority Software, Authority Background IPRs and/or Authority Data.

LICENCES GRANTED BY THE AUTHORITY. 18.1 24.3.1 The Authority hereby grants to the Supplier a royalty-free, non-exclusive, non- transferable licence during the Term to use the Authority Software, the Authority Background IPRs, the Specially Written Software, the Project Specific IPRs and the Authority Data solely to the extent necessary for performing the Services in accordance with this Agreement, including (but not limited to) the right to grant sub-sub- licences to Sub-contractors provided that: (a) any relevant Sub-contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 22 29 (Confidentiality); and (b) the Supplier shall not, without the Authority’s prior written consent, use the licensed materials for any other purpose or for the benefit of any person other than the Authority. 18.2 24.3.2 In the event of the termination or expiry of this Agreement, the licence granted pursuant to Clause 18.1 24.3.1 and any sub-licence granted by the Supplier in accordance with Clause 18.1 24.3.1 shall terminate automatically on the date of such termination or expiry and the Supplier shall: (a) immediately cease all use of the Authority Software, the Authority Background IPRs and the Authority Data (as the case may be); (b) at the discretion of the Authority, return or destroy documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs and the Authority Data, provided that if the Authority has not made an election within 6 months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs and the Authority Data (as the case may be); and (c) ensure, so far as reasonably practicable, that any Authority Software, Authority Background IPRs and Authority Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any Supplier computer, word processor, voicemail system or any other Supplier device containing such Authority Software, Authority Background IPRs and/or Authority Data.

LICENCES GRANTED BY THE AUTHORITY. 18.1 19.1 The Authority hereby grants to the Supplier a royalty-free, non-exclusive, non- transferable licence during the Term to use the Authority Software, the Authority Background IPRs, the Specially Written Software, the Project Specific IPRs and the Authority Data solely to the extent necessary for performing the Services in accordance with this Agreement, including (but not limited to) the right to grant sub-licences to Sub-contractors provided that:that:‌ (a) 19.1.1 any relevant Sub-contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 22 (Confidentiality)23; andand‌ (b) 19.1.2 the Supplier shall not, without the Authority’s prior written consent, use the licensed materials for any other purpose or for the benefit of any person other than the Authority. 18.2 19.2 In the event of the termination or expiry of this Agreement, the licence granted pursuant to Clause 18.1 19.1 and any sub-licence granted by the Supplier in accordance with Clause 18.1 19.1 shall terminate automatically on the date of such termination or expiry and the Supplier and Sub-contractors shall: (a) 19.2.1 immediately cease all use of the Authority Software, the Authority Background IPRs and the Authority Data (as the case may be); (b) 19.2.2 at the discretion of the Authority, return or destroy documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs and the Authority Data, provided that if the Authority has not made an election within 6 months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs and the Authority Data (as the case may be); and (c) 19.2.3 ensure, so far as reasonably practicable, that any Authority Software, Authority Background IPRs and Authority Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any Supplier and/or Sub-contractor computer, word processor, voicemail system or any other Supplier and/or Sub-contractor device containing such Authority Software, Authority Background IPRs and/or Authority Data. 20 IPRs Indemnity‌‌ 20.1 The Supplier shall at all times, during and after the Term, indemnify the Authority and each other Indemnified Person, and keep the Authority and each other Indemnified Person indemnified, against all Losses incurred by, awarded against or agreed to be paid by an Indemnified Person arising from an IPRs Claim. 20.2 If an IPRs Claim is made, or the Supplier anticipates that an IPRs Claim might be made, the Supplier may, at its own expense and sole option, either:‌‌‌ 20.2.1 procure for the Authority or other relevant Indemnified Person the right to continue using the relevant item which is subject to the IPRs Claim; or 20.2.2 replace or modify the relevant item with non-infringing substitutes provided that:‌ (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other services or the IT Environment;‌ (iii) there is no additional cost to the Authority or relevant Indemnified Person (as the case may be); and (iv) the terms and conditions of this Agreement shall apply to the replaced or modified Services. 20.3 If the Supplier elects to procure a licence in accordance with Clause 20.2.1 or to modify or replace an item pursuant to Clause 20.2.2, but this has not avoided or resolved the IPRs Claim, then:‌ 20.3.1 the Authority may terminate this Agreement (if subsisting) with immediate effect by written notice to the Supplier; and‌ 20.3.2 without prejudice to the indemnity set out in Clause 20.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

LICENCES GRANTED BY THE AUTHORITY. 18.1 19.1 The Authority hereby grants to the Supplier a royalty-free, non-exclusive, non- transferable licence during the Term to use the Authority Software, the Authority Background IPRs, the Specially Written Software, the Project Specific IPRs and the Authority Data solely to the extent necessary for performing the Services in accordance with this Agreement, including (but not limited to) the right to grant sub-licences to Sub-contractors provided that: (a) any relevant Sub-contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 22 23 (Confidentiality); and (b) the Supplier shall not, without the Authority’s prior written consent, use the licensed materials for any other purpose or for the benefit of any person other than the Authority. 18.2 19.2 In the event of the termination or expiry of this Agreement, the licence granted pursuant to Clause 18.1 19.1 and any sub-licence granted by the Supplier in accordance with Clause 18.1 19.1 shall terminate automatically on the date of such termination or expiry and the Supplier shall: (a) immediately cease all use of the Authority Software, the Authority Background IPRs and the Authority Data (as the case may be); (b) at the discretion of the Authority, return or destroy documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs and the Authority Data, provided that if the Authority has not made an election within 6 months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Authority Software, the Authority Background IPRs and the Authority Data (as the case may be); and (c) ensure, so far as reasonably practicable, that any Authority Software, Authority Background IPRs and Authority Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any Supplier computer, word processor, voicemail system or any other Supplier device containing such Authority Software, Authority Background IPRs and/or Authority Data.