Common use of Pre-Existing Intellectual Property Clause in Contracts

Pre-Existing Intellectual Property. (a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with the Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with the Agreement and for HP to comply with the Prime Agreement. (b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. (c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW,

Pre-Existing Intellectual Property. (a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with the this Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with the this Agreement and for HP to comply with the Prime Agreement. (b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. (c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW,, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. (a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with the Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with the Agreement and for HP to comply with the Prime Agreement. (b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable irrevocable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP the property and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. (c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW,, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. (a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with the Agreement unless Supplier has the right to use it for HPHPE’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with the Agreement and for HP HPE to comply with the Prime Agreement. (b) Supplier grants HP HPE a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP HPE and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HPHPE, or the HP HPE group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. (c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW,, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HPE as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HPE shall include approval in accordance with HPE’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HPE against any losses and liability incurred by HPE and HPE’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. (a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with the this Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with the this Agreement and for HP to comply with the Prime Agreement. (b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. (c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW,, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. (a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with the this Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with the this Agreement and for HP to comply with the Prime Agreement. (b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable irrevocable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP the property and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. (c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW,, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. (a) Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with the this Agreement unless Supplier has the right to use it for HP’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as that are necessary to enable Supplier to comply with the this Agreement and for HP to comply with the Prime Agreement. (b) Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable irrevocable license in Supplier and third party Pre-existing Intellectual Property, to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, with the license including the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP the property and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the world. (c) Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW,, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by HP as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by HP shall include approval in accordance with HP’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify HP against any losses and liability incurred by HP and HP’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.

Pre-Existing Intellectual Property. (a) 14.2.1. Supplier will not use any Supplier or third party Pre-Existing Intellectual Property in connection with the Agreement unless Supplier has the right to use it for HPPerspecta’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to enable Supplier to comply with the Agreement and for HP Perspecta to comply with the Prime Agreement. (b) 14.2.2. Supplier grants HP a non-exclusive, royalty-free, fully paid-up, worldwide, perpetual (during the term of the relevant rights) and irrevocable, transferable license in will not use any Supplier and or third party Pre-existing Existing Intellectual Property in connection with the Agreement unless Supplier has the right to use it for Perspecta’s or Customer’s benefit. If Supplier is not the owner of such Pre-Existing Intellectual Property, Supplier will obtain from the owner any rights as are necessary to the extent such Pre-existing Intellectual Property is incorporated into a Deliverable, enable Supplier to comply with the license including Agreement and for Perspecta to comply with the right to make, have made, sell, offer for sale, use, represent, execute, reproduce, make copies, modify, improve, optimize, adapt, display, communicate, distribute, make other versions of and disclose all items it will supply or make available to HP and to sublicense others to do these things. Supplier represents and warrants that Supplier owns or holds all consents, authorizations, and rights that may be needed for Supplier to grant (or procure the grant of) in whatever country or region or under any legal system the license and rights of sub-section. Supplier represents warrants and undertakes that it shall not sue or seek to initiate any action against HP, or the HP group of companies under Supplier’s intellectual property rights or similar proprietary rights anywhere in the worldPrime Agreement. (c) 14.2.3. Supplier will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Supplier clearly identifies the specific elements of the Deliverable to contain third party materials in the SOW,, (ii) Supplier identifies the corresponding third party licenses and any restrictions on use thereof in the SOW, (iii) approval is given by Perspecta as evidenced by a signed SOW (or other written and fully executed agreement) and (iv) in the case of Open Source materials, approval by Perspecta shall include approval in accordance with Perspecta’s Open Source review processes. Supplier represents and warrants that Supplier has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Supplier. Supplier shall indemnify Perspecta against any losses and liability incurred by Perspecta and Perspecta’s Customers due to failure of Supplier to meet any of the requirements in any of the third party licenses.