Common use of Licences Clause in Contracts

Licences. 8.1 Subject to the terms and conditions of this Agreement, the Supplier grants to the Company and each Group Company a non-exclusive, non-transferable irrevocable, non- transferable and royalty-free licence to use the Services (including the Supplier Application and Documentation specified in an Order) for the internal business purpose of the Company or any Group Company (as applicable). 8.2 If the Supplier has agreed to install, patch or otherwise manage software for the Company in reliance on the Company’s licence with a software vendor (other than the Supplier’s licence with such software vendor), then the Company represents and warrants that it has a written licence agreement with the software vendor that permits the Supplier to perform these activities. On the Supplier’s request the Company must immediately certify in writing that it is in compliance with the requirements of this Clause 8 and any other software licence. 8.3 If the Company fails to provide upon request the required evidence of licensing, the Supplier may, at its option: a) charge the Company the standard fee for the use of the software in reliance on the Supplier’s licensing agreement with the vendor until such time as the required evidence is provided; b) carry out a chargeable audit into the licensing arrangements of the Company on providing the Company with reasonable prior notice; or c) suspend or terminate this Agreement. 8.4 In the event of termination or expiry of this Agreement, the licence granted pursuant to Clause 8.1 shall terminate automatically on the date of such termination or expiry and the Company shall immediately cease all use of any Supplier Intellectual Property Rights and if so required by the Supplier, return or destroy documents and materials that contain any of the Supplier Intellectual Property Rights.

Licences. 8.1 Subject to the terms and conditions of this Agreement, the Supplier grants to the Company and each Group Company a non-exclusive, non-transferable irrevocable, non- transferable and royalty-free licence to use the Services (including the Supplier Application and Documentation specified in an Ordera Statement of Work) for the internal purpose of carrying out the business purpose of the Company or any Group Company (as applicable). 8.2 If the Supplier has agreed to install, patch or otherwise manage software for the Company in reliance on the Company’s licence with a software vendor (other than the Supplier’s licence with such software vendor), then the Company represents and warrants that it has a written licence agreement with the software vendor that permits the Supplier to perform these activities. On the Supplier’s request the Company must immediately certify in writing that it is in compliance with the requirements of this Clause 8 and any other software licence. 8.3 If the Company fails to provide upon request the required evidence of licensing, the Supplier may, at its option: a) charge the Company the standard fee for the use of the software in reliance on the Supplier’s licensing agreement with the vendor until such time as the required evidence is provided; b) carry out a chargeable audit into the licensing arrangements of the Company on providing the Company with reasonable prior notice; or c) suspend or terminate this Agreement. 8.4 In the event of termination or expiry of this Agreement, the licence granted pursuant to Clause 8.1 shall terminate automatically on the date of such termination or expiry and the Company shall immediately cease all use of any Supplier Intellectual Property Rights and if so required by the Supplier, return or destroy documents and materials that contain any of the Supplier Intellectual Property Rights.