Ownership of IP. 5.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs. 5.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement: 5.2.1 to use the other party’s trademarks and branding for the purpose of providing the Services; and 5.2.2 for the parties to fulfil their respective rights and obligations under this Agreement. 5.3 All Deliverable IPRs shall be owned by the person specified in the Order Form. 5.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope. 5.5 Where the Client is to own the Deliverable IPRs under Clause 5.3: 5.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, Xxxxxxx’s right, title and interest to the Deliverable IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same. 5.5.2 the Client grants Centaur a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Deliverable IPRs and the Client Background IPRs (i) for the purpose of delivering the Services to the Client, (ii) to use the Deliverable IPRs and the Client Background IPRs for the purpose of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services in any materials produced in-house by Centaur, and (v) any other purpose specified in the Order Form. 5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope. 5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 above.
Appears in 3 contracts
Samples: Consultancy Agreement, Standard Consultancy Terms and Conditions, Standard Consultancy Terms and Conditions
Ownership of IP. 5.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs.
5.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement:
5.2.1 to use the other party’s trademarks and branding for the purpose of providing the Services; and
5.2.2 for the parties Parties to fulfil their respective rights and obligations under this Agreement.
5.3 All Deliverable IPRs shall be owned by the person specified in the Order Form.
5.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope.
5.5 Where the Client is to own the Deliverable IPRs under Clause 5.3:
5.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, Xxxxxxx’s right, title and interest to the Deliverable IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same.
5.5.2 the The Client grants Centaur a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Deliverable IPRs and the Client Background IPRs (i) for the purpose of delivering the Services or Deliverables to the Client, (ii) to use the Deliverable IPRs and the Client Background IPRs for the purpose of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services and or Deliverables in any materials produced in-house by Centaur, and (v) any other purpose specified in the Order Form.
5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope.
5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 above.
Appears in 2 contracts
Samples: Standard Consultancy Terms and Conditions, Standard Consultancy Terms and Conditions
Ownership of IP. 5.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs.
5.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement:
5.2.1 to use the other party’s trademarks and branding for the purpose of providing the Services; and
5.2.2 for the parties to fulfil their respective rights and obligations under this Agreement.
5.3 All Deliverable IPRs shall be owned by the person specified in the Order Form.
5.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free royalty -free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope.
5.5 Where the Client is to own the Deliverable IPRs under Clause 5.3:
5.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, Xxxxxxx’s right, title and interest to the Deliverable IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same.
5.5.2 the The Client grants Centaur a fully paid-up, non-exclusive, royalty-royalty - free, non-transferable licence to copy and modify the Deliverable IPRs and the Client Background IPRs (i) for the purpose of delivering the Services or Deliverables to the Client, (ii) to use the Deliverable IPRs and the Client Background IPRs for the purpose of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services and or Deliverables in any materials produced in-house ho use by Centaur, and (v) any other purpose specified in the Order Form.
5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope.
5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 above.
Appears in 1 contract
Ownership of IP. 5.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs.
5.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement:
5.2.1 to use the other party’s trademarks and branding for the purpose of providing the Services; and
5.2.2 for the parties to fulfil their respective rights and obligations under this Agreement.
5.3 All Deliverable IPRs shall be owned by the person specified in the Order Form.
5.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope.
5.5 Where the Client is to own the Deliverable IPRs under Clause 5.3:
5.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, Xxxxxxx’s right, title and interest to the Deliverable IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same.
5.5.2 the The Client grants Centaur a fully paid-up, non-exclusive, royalty-royalty- free, non-transferable licence to copy and modify the Deliverable IPRs and the Client Background IPRs (i) for the purpose of delivering the Services or Deliverables to the Client, (ii) to use the Deliverable IPRs and the Client Background IPRs for the purpose purpo se of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services and or Deliverables in any materials produced in-house by Centaur, and (v) any other purpose specified in the Order Form.
5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope.
5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 above.
Appears in 1 contract
Ownership of IP. 5.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs.
5.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement:
5.2.1 to use the other party’s trademarks and branding for the purpose of providing the Services; and
5.2.2 for the parties Parties to fulfil their respective rights and obligations under this Agreement.
5.3 All Deliverable IPRs shall be owned by the person specified in the Order Form.
5.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope.
5.5 Where the Client is to own the Deliverable IPRs under Clause 5.3:
5.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, Xxxxxxx’s right, title and interest to the Deliverable IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same.
5.5.2 the The Client grants Centaur a fully paid-up, non-exclusive, royalty-royalty- free, non-transferable licence to copy and modify the Deliverable IPRs and the Client Background IPRs (i) for the purpose of delivering the Services or Deliverables to the Client, (ii) to use the Deliverable IPRs and the Client Background IPRs for the purpose of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services and or Deliverables in any materials produced in-house by Centaur, and (v) any other purpose specified in the Order Form.
5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, 5.3 Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope.
5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 5.6 above. The Client shall not:
5.7.1 use the Deliverables to develop or provide, directly or indirectly, a product or service that is competitive with the services provided by Centaur;
5.7.2 use the Deliverables for any unlawful or unauthorised purpose;
5.7.3 to the extent the Deliverables contains Personal Data, use the Deliverables in any way which does not comply with any obligations the Client may have under Data Protection Legislation;
5.7.4 save as permitted by law, modify, decompile or reverse engineer any software supplied by Centaur under this Agreement; or
5.7.5 edit the Deliverables without the prior written consent of Centaur, in its sole discretion, including any images included within the Deliverables (digitally or otherwise).
5.8 In respect of Deliverable IPRs and any Centaur Background IPRs used in the Deliverables, the Client will ensure that Centaur is named as ‘author’ in a reasonably prominent position in the Deliverables.
Appears in 1 contract
Ownership of IP. 5.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs.
5.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement:
5.2.1 to use the other party’s trademarks and branding for the purpose of providing the Services; and
5.2.2 for the parties Parties to fulfil their respective rights and obligations under this Agreement.
5.3 All Deliverable IPRs shall be owned by the person specified in the Order Form.
5.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope.
5.5 Where the Client is to own the Deliverable IPRs under Clause 5.3:
5.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, Xxxxxxx’s right, title and interest to the Deliverable IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same.
5.5.2 the The Client grants Centaur a fully paid-up, non-exclusive, royalty-royalty- free, non-transferable licence to copy and modify the Deliverable IPRs and the Client Background IPRs (i) for the purpose of delivering the Services or Deliverables to the Client, (ii) to use the Deliverable IPRs and the Client Background IPRs for the purpose purpo se of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services and or Deliverables in any materials produced in-house by Centaur, and (v) any other purpose specified in the Order Form.
5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, 5.3 Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope.
5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 5.6 above. The Client shall not:
5.7.1 use the Deliverables to develop or provide, directly or indirectly, a product or service that is competitive with the services provided by Centaur;
5.7.2 use the Deliverables for any unlawful or unauthorised purpose;
5.7.3 to the extent the Deliverables contains Personal Data, use the Deliverables in any way which does not comply with any obligations the Client may have under Data Protection Legislation;
5.7.4 save as permitted by law, modify, decompile or reverse engineer any software supplied by Centaur under this Agreement; or
5.7.5 edit the Deliverables without the prior written consent of Centaur, in its sole discretion, including any images included within the Deliverables (digitally or otherwise).
5.8 In respect of Deliverable IPRs and any Centaur Background IPRs used in the Deliverables, the Client will ensure that Centaur is named as ‘author’ in a reasonably prominent position in the Deliverables.
Appears in 1 contract
Ownership of IP. 5.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs.
5.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement:
5.2.1 to use the other party’s trademarks and branding for the purpose of providing the Services; and
5.2.2 for the parties Parties to fulfil their respective rights and obligations under this Agreement.
5.3 All Deliverable IPRs shall be owned by the person specified in the Order Form.
5.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope.
5.5 Where the Client is to own the Deliverable IPRs under Clause 5.3:
5.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, Xxxxxxx’s right, title and interest to the Deliverable IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same.
5.5.2 the The Client grants Centaur a fully paid-up, non-exclusive, royalty-royalty- free, non-transferable licence to copy and modify the Deliverable IPRs and the Client Background IPRs (i) for the purpose of delivering the Services or Deliverables to the Client, (ii) to use the Deliverable IPRs and the Client Background IPRs for the purpose of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services and or Deliverables in any materials produced in-house by Centaur, and (v) for any other purpose specified in the Order Form.
5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, 5.3 Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope.
5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 5.6 above. The Client shall not:
5.7.1 use the Deliverables to develop or provide, directly or indirectly, a product or service that is competitive with the services provided by Centaur;
5.7.2 use the Deliverables for any unlawful or unauthorised purpose;
5.7.3 to the extent the Deliverables contains Personal Data, use the Deliverables in any way which does not comply with any obligations the Client may have under Data Protection Legislation;
5.7.4 save as permitted by law, modify, decompile or reverse engineer any software supplied by Centaur under this Agreement; or
5.7.5 edit the Deliverables without the prior written consent of Centaur, in its sole discretion, including any images included within the Deliverables (digitally or otherwise).
5.8 In respect of Deliverable IPRs and any Centaur Background IPRs used in the Deliverables, the Client will ensure that Centaur is named as ‘author’ in a reasonably prominent position in the Deliverables.
Appears in 1 contract
Ownership of IP. 5.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs.
5.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement:
5.2.1 to use the other party’s trademarks and branding for the purpose of providing the Services; and
5.2.2 for the parties Parties to fulfil their respective rights and obligations under this Agreement.
5.3 All Deliverable IPRs shall be owned by the person specified in the Order Form.
5.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope.
5.5 Where the Client is to own the Deliverable IPRs under Clause 5.3:
5.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, XxxxxxxCentaur’s right, title and interest to the Deliverable IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same.
5.5.2 the The Client grants Centaur a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Deliverable IPRs and the Client Background IPRs (i) for the purpose of delivering the Services or Deliverables to the Client, (ii) to use the Deliverable IPRs and the Client Background IPRs for the purpose of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services and or Deliverables in any materials produced in-house by Centaur, and (v) any other purpose specified in the Order Form.
5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope.
5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 above.
Appears in 1 contract
Ownership of IP. 5.1 4.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs.
5.2 4.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement:
5.2.1 4.2.1 to use the other party’s trademarks and branding for the purpose of providing producing the ServicesContent;
4.2.2 for the purpose of producing co-branded reports (where this has been agreed in the Statement of Work); and
5.2.2 4.2.3 for the parties to fulfil their respective rights and obligations under this Agreement.
5.3 4.3 All Deliverable Content IPRs shall be owned by the person specified in the Order FormStatement of Work.
5.4 4.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free royalty -free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope.
5.5 4.5 Where the Client is to own the Deliverable Content IPRs under Clause 5.34.3:
5.5.1 4.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, Xxxxxxx’s right, title and interest to the Deliverable Content IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same.
5.5.2 the 4.5.2 The Client grants Centaur a fully paid-up, non-exclusive, royalty-royalty - free, non-transferable licence to copy and modify the Deliverable Content IPRs and the Client Background IPRs (i) for the purpose of creating and delivering the Services Content to the Client, (ii) to use the Deliverable Content IPRs and the Client Background IPRs for the purpose of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services Content in any materials produced in-house by Centaur, and (v) any other purpose specified in the Order FormStatement of Work.
5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope.
5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 above.
Appears in 1 contract
Samples: Standard Terms and Conditions
Ownership of IP. 5.1 4.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs.
5.2 4.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement:
5.2.1 4.2.1 to use the other party’s trademarks and branding for the purpose of providing producing the ServicesContent;
4.2.2 for the purpose of producing co-branded reports (where this has been agreed in the Statement of Work); and
5.2.2 4.2.3 for the parties to fulfil their respective rights and obligations under this Agreement.
5.3 4.3 All Deliverable Content IPRs shall be owned by the person specified in the Order FormStatement of Work.
5.4 4.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope.
5.5 4.5 Where the Client is to own the Deliverable Content IPRs under Clause 5.34.3:
5.5.1 4.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, Xxxxxxx’s right, title and interest to the Deliverable Content IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same.
5.5.2 the 4.5.2 The Client grants Centaur a fully paid-up, non-exclusive, royalty-royalty- free, non-transferable licence to copy and modify the Deliverable Content IPRs and the Client Background IPRs (i) for the purpose of creating and delivering the Services Content to the Client, (ii) to use the Deliverable Content IPRs and the Client Background IPRs for the purpose of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services Content in any materials produced in-house by Centaur, and (v) any other purpose specified in the Order FormStatement of Work.
5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope.
5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 above.
Appears in 1 contract
Samples: Terms and Conditions
Ownership of IP. 5.1 Centaur and/or its licensors shall retain ownership of all Centaur Background IPRs and the Client and/or its licensors shall retain ownership of the Client Background IPRs.
5.2 Each party grants to the other party a fully paid-up, worldwide, non-exclusive and royalty-free licence for the duration of this Agreement:
5.2.1 to use the other party’s trademarks and branding for the purpose of providing the Services; and
5.2.2 for the parties Parties to fulfil their respective rights and obligations under this Agreement.
5.3 All Deliverable IPRs shall be owned by the person specified in the Order Form.
5.4 Centaur grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy the Centaur Background IPRs only for the sole purposes of the Licence Scope.
5.5 Where the Client is to own the Deliverable IPRs under Clause 5.3:
5.5.1 Centaur assigns to the Client, with full title guarantee and free from all third party rights, Xxxxxxx’s right, title and interest to the Deliverable IPRs, together with the right to sue for and recover damages or other relief in respect of infringement of the same.
5.5.2 the The Client grants Centaur a fully paid-up, non-exclusive, royalty-royalty- free, non-transferable licence to copy and modify the Deliverable IPRs and the Client Background IPRs (i) for the purpose of delivering the Services or Deliverables to the Client, (ii) to use the Deliverable IPRs and the Client Background IPRs for the purpose purpo se of promotional and marketing materials and internal training, (iii) where surveys and/or interviews have been carried out by Centaur with the input from third parties, to share such survey results or interview results with those third party participants, (iv) to reference the Services and or Deliverables in any materials produced in-house by Centaur, and (v) any other purpose specified in the Order Form.
5.6 Where Centaur is to retain ownership of Deliverable IPRs under Clause 5.3, Centaur grants the Client a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify the Deliverable IPRs for the purpose of receiving and using the Deliverables for the Licence Scope.
5.7 The Client must not assign, resell or otherwise dispose of its licence granted under Clause 5.5 above.
Appears in 1 contract