Common use of Ownership and Use of Intellectual Property Rights Clause in Contracts

Ownership and Use of Intellectual Property Rights. 2.1. The Parties acknowledge and agree that, except as expressly stated to the contrary in this Agreement, neither Party shall acquire any title, right or interest in or to the other Party’s Background IPRs under and/or pursuant to this Agreement. Where a Party acquires, by operation of law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in this Schedule Part 4, it hereby assigns (by way of present and future assignment or assignation (as applicable)) its entire title in and to such Intellectual Property Rights as it may have acquired to the other Party. 2.2. The Supplier hereby assigns to the Company, with full title guarantee and absolute warrandice, title to and all rights and interest in the Foreground IPRs, or shall procure that the first owner of the Foreground IPRs assigns title to and all rights and interest in the Foreground IPRs to the Company on the same basis. The Supplier shall waive or procure a waiver of any moral rights in any copyright works assigned to the Company under this Agreement. 2.3. The assignation or assignment under paragraph 2.2 above shall either take effect on the Commencement Date or as a present assignation or assignment of future rights that shall take effect immediately on the coming into existence of the relevant Foreground IPRs. 2.4. If requested by the Company to do so, the Supplier shall without charge to the Company execute all documents and undertake all such further acts as the Company may require in order to perfect the assignation or assignment under paragraph 2.2 above or shall procure that the first owner of the relevant Foreground IPRs does so on the same basis. 2.5. The Supplier hereby grants to the Company a perpetual, irrevocable, royalty-free, worldwide licence to use the Embedded Background IPRs for the Permitted Purpose. The licence granted pursuant to this paragraph 2.5 includes the right for the Company to sub-license, or otherwise permit, use of the Embedded Background IPRs by any other ScottishPower Group Company and any agents, contractors and/or consultants of a ScottishPower Group Company in connection with the Permitted Purpose. 2.6. The Company hereby grants to the Supplier a limited, non-exclusive, non- transferable licence to use: 2.6.1. the Foreground IPRs; and 2.6.2. such of the Company’s Background IPRs as the Supplier may reasonably require to use in order to provide the Services, (together, the “ScottishPower IPRs”) in each case solely to the extent, for the purposes and for the period that the Supplier requires to use the same in order to provide the Services in accordance with this Agreement. 2.7. The Supplier shall not be entitled to sub-licence and/or otherwise permit any third party to have access to and/or use any ScottishPower IPRs without the Company’s prior written consent. The Supplier shall comply with all instructions of the Company in connection with the use and/or management of the ScottishPower IPRs, and, without limitation, the Supplier shall not use, or permit the use, of the ScottishPower IPRs for any commercial purposes whatsoever. 2.8. For the avoidance of any doubt, any licence granted by the Company pursuant to paragraph 2.6 above shall terminate automatically upon the earlier of (i) termination or expiry of this Agreement and (ii) termination or expiry of the Work Instruction to which the relevant Services relates.

Ownership and Use of Intellectual Property Rights. 2.1. The Parties acknowledge and agree that, except as expressly stated to 3.1 This Agreement does not affect the contrary in this Agreement, neither Party shall acquire ownership of any title, right or interest in or to the other Party’s Background IPRs under and/or pursuant to this Agreement. Where a Party acquires, by operation of law, title to Intellectual Property Rights in any Background IPR. The Background IPR will remain the property of the Party that contributes it to the Project (or its licensors). No licence to use any Intellectual Property Rights is inconsistent with granted or implied by this Agreement except the allocation of title rights expressly set out in this Schedule Part 4, it hereby assigns (by way of present and future assignment or assignation (as applicable)) its entire title in and to such Intellectual Property Rights as it may have acquired to the other Party. 2.2. The Supplier hereby assigns to the Company, with full title guarantee and absolute warrandice, title to and all rights and interest in the Foreground IPRs, or shall procure that the first owner of the Foreground IPRs assigns title to and all rights and interest in the Foreground IPRs to the Company on the same basis. The Supplier shall waive or procure a waiver of any moral rights in any copyright works assigned to the Company under this Agreement. 2.3. The assignation or assignment under paragraph 2.2 above shall either take effect on 3.2 Each Party, to the Commencement Date or as a present assignation or assignment of future rights extent that shall take effect immediately on the coming into existence of the relevant Foreground IPRs. 2.4. If requested by the Company it is free to do so, the Supplier shall without charge to the Company execute all documents and undertake all such further acts as the Company may require in order to perfect the assignation or assignment under paragraph 2.2 above or shall procure that the first owner grants each of the relevant other Parties a royalty-free, non- exclusive, perpetual, irrevocable, non-sub-licensable and non-transferrable licence to use its Background IPR for the purpose of carrying out the Project and for the purpose of using the Foreground IPRs does so IPR in accordance with this Agreement. Notwithstanding the foregoing, Parties may allow its Affiliates, and any person working for it or any Affiliates, or on its behalf or that of any Affiliates, to use any Party’s Background IPR for the same basispurpose of carrying out the Project and for the purpose of using the Foreground IPR in accordance with this Agreement, but for no other purpose. 2.5. The Supplier 3.3 Ownership of Foreground IPR, regardless of the Party creating the same, shall automatically vest in the NCC who shall be the sole and absolute owner with the exception of copyright in any publications as contemplated in Clause 5 which shall be retained by the Party responsible for creating any such publication. 3.4 NCC hereby grants to the Company other Party a perpetual, irrevocable, royaltynon-freeexclusive, worldwide non-transferrable, non- sub-licensable and royalty free licence to use the Embedded Background IPRs Foreground IPR for the Permitted Purposepurpose of carrying out the Project and for research and teaching purposes. The licence granted pursuant to this paragraph 2.5 includes Notwithstanding the right foregoing, Parties may allow its Affiliates, and any person working for the Company to sub-licenseit or any Affiliates, or otherwise permiton its behalf or that of any Affiliates, to use any of the Embedded Background IPRs by any other ScottishPower Group Company and any agents, contractors and/or consultants of a ScottishPower Group Company in connection with the Permitted Purpose. 2.6. The Company hereby grants to the Supplier a limited, non-exclusive, non- transferable licence to use: 2.6.1. the Foreground IPRs; and 2.6.2. such of the Company’s Background IPRs as the Supplier may reasonably require to use in order to provide the Services, (together, the “ScottishPower IPRs”) in each case solely to the extent, IPR for the purposes and for the period that the Supplier requires to use the same specified in order to provide the Services in accordance with this Agreementclause 3.4. 2.7. The Supplier 3.5 In the event that a Party wishes to commercially exploit the Foreground IPR (and relevant Background IPR), it shall not be entitled to sub-negotiate a further licence and/or otherwise permit any third party to have access to and/or use any ScottishPower IPRs without the Company’s prior written consent. The Supplier shall comply with all instructions of the Company in connection with the use and/or management NCC upon fair and reasonable commercial terms, (which may include payment of the ScottishPower IPRsappropriate royalties or other payment in return for such licence), and, without limitation, the Supplier shall not use, or permit the use, of the ScottishPower IPRs for any commercial purposes whatsoeverthat allows it to do so. 2.8. For the avoidance of any doubt, any licence granted by the Company pursuant to paragraph 2.6 above shall terminate automatically upon the earlier of (i) termination or expiry of this Agreement and (ii) termination or expiry of the Work Instruction to which the relevant Services relates.

Ownership and Use of Intellectual Property Rights. 2.1. The Parties acknowledge and agree that, except as expressly stated to the contrary in this Agreement, neither Party shall acquire any title, right or interest in or to the other Party’s 5.1 All Background IPRs under and/or pursuant to this Agreement. Where a Party acquires, by operation of law, title to Intellectual Property Rights that belonging to one Party is inconsistent with and shall remain the allocation exclusive property of title set out in this Schedule Part 4the Party owning it (or, it hereby assigns (by way of present and future assignment or assignation (as where applicable)) , the third party from whom its entire title in and right to such use the Background Intellectual Property Rights as it may have acquired to the other PartyRight has derived). 2.2. The Supplier hereby assigns to the Company, with full title guarantee and absolute warrandice, title to and all rights and interest in the Foreground IPRs, or shall procure that the first owner of the Foreground IPRs assigns title to and all rights and interest in the Foreground IPRs to the Company on the same basis. The Supplier shall waive or procure a waiver of any moral rights in any copyright works assigned to the Company under this Agreement. 2.3. The assignation or assignment under paragraph 2.2 above shall either take effect on the Commencement Date or as a present assignation or assignment of future rights that shall take effect immediately on the coming into existence of the relevant Foreground IPRs. 2.4. If requested by the Company to do so, the Supplier shall without charge to the Company execute all documents and undertake all such further acts as the Company may require in order to perfect the assignation or assignment under paragraph 2.2 above or shall procure that the first owner of the relevant Foreground IPRs does so on the same basis. 2.5. The Supplier hereby 5.2 NDA grants to the Company University a perpetual, irrevocable, royalty-free, worldwide licence to use the Embedded Background IPRs for the Permitted Purpose. The licence granted pursuant to this paragraph 2.5 includes the right for the Company to subnon-license, or otherwise permit, use of the Embedded Background IPRs by any other ScottishPower Group Company and any agents, contractors and/or consultants of a ScottishPower Group Company in connection with the Permitted Purpose. 2.6. The Company hereby grants to the Supplier a limitedtransferable, non-exclusive, non- transferable licence to use: 2.6.1. use its Background Intellectual Property for the Foreground IPRs; and 2.6.2. such sole purpose of the Company’s Background IPRs as performance of the Supplier may reasonably require Project. The University grants to NDA a royalty-free, non-transferable, non-exclusive, licence to use its Background Intellectual Property for the sole purpose of the performance of the Project. 5.3 Arising Intellectual Property shall vest and be owned by the University. 5.4 The University shall be entitled to take such steps as it may decide from time to time, at its expense, to register and maintain any protection for the Intellectual Property Rights in order to provide the ServicesArising Intellectual Property, (togetherincluding filing and prosecuting patent applications for any of such Arising Intellectual Property. The use, the “ScottishPower IPRs”) in each case solely exploitation and enforcement of such Arising Intellectual Property shall be subject to the extent, for the purposes and for the period that the Supplier requires to use the same in order to provide the Services in accordance with further terms of this Agreement. 2.75.5 The University hereby grants to the NDA and NDA Group Companies , a royalty-free, irrevocable, sublicensable (through multiple tiers), non-exclusive, right and licence to use its Arising Intellectual Property for the purpose of research and development including for Academic and Research Purposes. 5.6 Neither NDA nor the University has the capacity to exploit the Arising Intellectual Property and/or such Intellectual Property directly itself and will need to license it to a third party to further develop and commercialise it. The Supplier Therefore, the NDA and the University will jointly identify licensees/manufacturers and decide key licence terms. NDA and the University will agree which Party will be the lead party for negotiations and will consult with the other Party in the course of such negotiations. Without the prior written consent of NDA, the Arising IP shall not be entitled licensed, assigned or otherwise transferred to sub-any entity other than to a company which is, and all its holding companies are, incorporated in a country of the UK. 5.7 The terms of any licence and/or otherwise permit agreement with any third party provided for in Clause 5.6 above shall contain all such terms and conditions which are usual and customary in a licence agreement, including but not limited to have access to and/or use any ScottishPower IPRs without the Company’s prior written consentliability, audit provisions, termination, governing law provisions. The Supplier apportionment between the NDA and the University of revenue received under any such licence agreement will be fair and reasonable in the circumstances and will be negotiated taking into account the scientific and financial contributions of NDA and the University to the Background Intellectual Property and Arising Intellectual Property being licensed. In the event that the NDA and the University cannot agree such apportionment then it shall comply be set by an expert in accordance with all instructions of the Company in connection with the use and/or management of the ScottishPower IPRs, and, without limitation, the Supplier Schedule 6. It shall not use, or permit the use, of the ScottishPower IPRs for any commercial purposes whatsoever. 2.8. For the avoidance be a term of any doubtagreement with such third party that the NDA and any NDA Group Company will be able obtain equipment manufactured by such third party and incorporating such Intellectual Property at a reduced price taking into account their Financial Contribution, technical contribution and any licence granted by the Company pursuant to paragraph 2.6 above shall terminate automatically upon the earlier of (i) termination or expiry of this Agreement and (ii) termination or expiry of the Work Instruction to which the relevant Services relatescommercialisation costs.