Common use of Project Data Clause in Contracts

Project Data. (a) As between the Contractor and the Authority, the Authority is to be treated as the owner of Project Data and the Contractor agrees that the Project Data is the property of the Authority. All Intellectual Property Rights in or to the Project Data shall vest in the Authority unconditionally and immediately on their creation. The Contractor assigns to the Authority absolutely with full title guarantee (or the title as it holds with limited title guarantee) all right, title and interest (present and future) in any Intellectual Property Rights in the Project Data. (b) The Authority grants the Contractor a royalty-free and non-exclusive licence (with the right to sublicense to Subcontractors solely to the extent necessary to provide the Services to the Authority) for the Contract Period to use the Project Data on the terms of this Agreement for the purpose of providing the Services to the Authority in accordance with this Agreement. (c) The Contractor shall: (i) store, copy or use Project Data only to the extent necessary to perform its obligations under this Agreement; (ii) keep the Project Data logically segregated from all other data (including the Contractor's own data and the data of any other customer of the Contractor); (iii) ensure that the Project Data is accurate and shall preserve the integrity of the Project Data and prevent the corruption or loss of the Project Data; and (iv) to the extent the Project Data is held or processed or both by the Contractor, supply the Project Data to the Authority in the format specified by the Authority from time to time. (d) The Contractor shall create an accurate and up to date record relating to each Applicable Person (as applicable) on nDelius (or any other application as required by the Authority from time to time) in accordance with each Technical Note including as required in Schedule 7 (Services Output Specification), Schedule 9 (Performance Measures and Service Credits), Schedule 10 (Interfaces) and Schedule 20 (Management Information) or as otherwise set out in this Agreement and which includes: (i) compliance with the sentence of the court; (ii) attendance as required under Schedule 7 (Services Output Specification) or Schedule 10 (Interfaces); (iii) progress of the requirements to which the Applicable Person is subject; (iv) any change in circumstances of the Applicable Person; (v) the level of risk of Serious Harm posed by the Applicable Person; (vi) key risk management decisions; (vii) the Applicable Person’s needs as identified by the offender manager in relation to resettlement and likelihood of reoffending; (viii) key events; (ix) victim information; (x) reviews of the relevant Plan; (xi) when the initial appointment was held with each Allocated Person; and (xii) all other relevant information. For all other Project Data relating to Applicable Persons that is not recorded as nDelius, the Contractor shall use the Authority’s reporting templates as requested from time to time. (e) The Contractor shall not: (i) delete or remove any proprietary notices contained within or relating to the Project Data; (ii) disclose Project Data to any Third Party (other than permitted Subcontractors) or any of the Contractor's customers without the prior written approval of the Authority except if required to do so by a Relevant Authority or by any Applicable Law provided it notifies the Authority in writing that it is required to do so before the disclosure (if permitted to do so by the relevant Applicable Law) or after it has made the disclosure if prior notification is prohibited by the relevant Applicable Law ; and (iii) use the Project Data to solicit any business for any of the Contractor's products or services, save as expressly permitted under Clauses 39.1(b) or Clause 29. (f) If any part of the Project Data ceases to be required by the Contractor for the performance of its obligations under this Agreement and, in any event, on or before the Termination Date if earlier, the Contractor shall promptly return that Project Data to the Authority. (g) If any Project Data is corrupted, lost or degraded as a result of the Contractor's failure to comply with the Authority ICT Policies or any other breach by the Contractor of this Agreement, the Contractor shall, without limiting the Authority's other rights or remedies, at its own cost and expense carry out any remedial action necessary to restore or replace the corrupted, lost or degraded Project Data. [Explanatory Note: MOJ will specify Authority ICT policies at a later date] (h) In all other circumstances not covered by Clause 39.1(g), if the Project Data is corrupted, lost or degraded, the Contractor shall carry out, so far as it is reasonably capable, those remedial actions which are reasonably necessary to restore Project Data as the Authority reasonably requires and at the Authority's cost and expense. (i) If and to the extent the Project Data comprises personal data, this shall be processed always in accordance with Clause 36.2. (j) The Authority does not give any warranty or undertaking as to the relevance, completeness, accuracy or fitness for any purpose of any of the Project Data and neither the Authority nor an Authority Related Party shall be liable to the Contractor in contract, tort (including negligence or breach of statutory duty), statute or otherwise as a result of any inaccuracy, omission, unfitness for any purpose or inadequacy of any kind whatsoever in the Project Data.

Project Data. (a) As between the Contractor and the Authority, the The Authority is to be treated as the owner of Project Data and the Contractor agrees parties agree that the Project Data is the property of the Authority. All Intellectual Property Rights in or to the Project Data shall vest in the Authority unconditionally and immediately on their creation. The Contractor Subcontractor assigns to the Authority absolutely with full title guarantee (or the title as it holds with limited title guarantee) all right, title and interest (present and future) in any Intellectual Property Rights in the Project Data. (b) The Authority Contractor grants the Contractor Subcontractor a royalty-free and non-exclusive licence (with for the right Contract Period to sublicense to Subcontractors use the Project Data solely to the extent necessary to provide the Services to the Authority) for the Contract Period to use the Project Data on the terms of this Agreement for the purpose of providing the Services to the Authority in accordance with this Agreement. (c) The Contractor Subcontractor shall: (i) store, copy or use Project Data only to the extent necessary to perform its obligations under this Agreement; (ii) keep the Project Data logically segregated from all other data (including the ContractorSubcontractor's own data and the data of any other customer of the ContractorSubcontractor); (iii) ensure that the Project Data is accurate and shall preserve the integrity of the Project Data and prevent the corruption or loss of the Project Data; and (iv) to the extent the Project Data is held or processed or both by the ContractorSubcontractor, supply the Project Data to the Authority Contractor in the format specified by the Authority Contractor from time to time. (d) The Contractor shall create an accurate and up to date record relating to each Applicable Person (as applicable) on nDelius (or any other application as required by the Authority from time to time) in accordance with each Technical Note including as required in Schedule 7 (Services Output Specification), Schedule 9 (Performance Measures and Service Credits), Schedule 10 (Interfaces) and Schedule 20 (Management Information) or as otherwise set out in this Agreement and which includes: (i) compliance with the sentence of the court; (ii) attendance as required under Schedule 7 (Services Output Specification) or Schedule 10 (Interfaces); (iii) progress of the requirements to which the Applicable Person is subject; (iv) any change in circumstances of the Applicable Person; (v) the level of risk of Serious Harm posed by the Applicable Person; (vi) key risk management decisions; (vii) the Applicable Person’s needs as identified by the offender manager in relation to resettlement and likelihood of reoffending; (viii) key events; (ix) victim information; (x) reviews of the relevant Plan; (xi) when the initial appointment was held with each Allocated Person; and (xii) all other relevant information. For all other Project Data relating to Applicable Persons that is not recorded as nDelius, the Contractor shall use the Authority’s reporting templates as requested from time to time. (e) The Contractor shall not: (i) delete or remove any proprietary notices contained within or relating to the Project Data; (ii) disclose Project Data to any Third Party (other than permitted Subcontractorssubcontractors) or any of the ContractorSubcontractor's customers without the prior written approval of the Authority Contractor except if required to do so by a Relevant Authority or by any Applicable Law Legislation provided it notifies the Authority Contractor in writing that it is required to do so before the disclosure (if permitted to do so by the relevant Applicable LawLegislation) or after it has made the disclosure if prior notification is prohibited by the relevant Applicable Law Legislation; and (iii) use the Project Data to solicit any business for any of the ContractorSubcontractor's products or services, save as expressly permitted under Clauses 39.1(b20.1(b) or Clause 2914. (fe) If any part of the Project Data ceases to be required by the Contractor Subcontractor for the performance of its obligations under this Agreement and, in any event, on or before the Termination Date if earlierDate, the Contractor Subcontractor shall promptly return that Project Data to the AuthorityContractor. (gf) If any Project Data is corrupted, lost or degraded as a result of the ContractorSubcontractor's failure to comply with the Authority ICT Policies or any other breach by the Contractor Subcontractor of this Agreement, the Contractor Subcontractor shall, without limiting the AuthorityContractor's other rights or remedies, at its own cost and expense carry out any remedial action necessary to restore or replace the corrupted, lost or degraded Project Data. [Explanatory Note: MOJ will specify Authority ICT policies at a later date]. (hg) In all other circumstances not covered by Clause 39.1(g20.1(f), if the Project Data is corrupted, lost or degraded, the Contractor shall carry out, so far as it is reasonably capable, those remedial actions which are reasonably necessary to restore Project Data as the Authority Contractor reasonably requires and at the AuthorityContractor's cost and expense. (ih) If and to the extent the Project Data comprises personal data, this shall be processed always in accordance with Clause 36.218.2. (j) The Authority does not give any warranty or undertaking as to the relevance, completeness, accuracy or fitness for any purpose of any of the Project Data and neither the Authority nor an Authority Related Party shall be liable to the Contractor in contract, tort (including negligence or breach of statutory duty), statute or otherwise as a result of any inaccuracy, omission, unfitness for any purpose or inadequacy of any kind whatsoever in the Project Data.

Project Data. (a) As between the Contractor and the Authority, the The Authority is to be treated as the owner of Project Data and the Contractor agrees parties agree that the Project Data is the property of the Authority. All Intellectual Property Rights in or to the Project Data shall vest in the Authority unconditionally and immediately on their creation. The Contractor Subcontractor assigns to the Authority absolutely with full title guarantee (or the title as it holds with limited title guarantee) all right, title and interest (present and future) in any Intellectual Property Rights in the Project Data. (b) The Authority Contractor grants the Contractor Subcontractor a royalty-free and non-exclusive licence (with for the right Contract Period to sublicense to Subcontractors use the Project Data solely to the extent necessary to provide the Services to the Authority) for the Contract Period to use the Project Data on the terms of this Agreement for the purpose of providing the Services to the Authority in accordance with this Agreement. (c) The Contractor Subcontractor shall: (i) store, copy or use Project Data only to the extent necessary to perform its obligations under this Agreement; (ii) keep the Project Data logically segregated from all other data (including the ContractorSubcontractor's own data and the data of any other customer of the ContractorSubcontractor); (iii) ensure that the Project Data is accurate and shall preserve the integrity of the Project Data and prevent the corruption or loss of the Project Data; and (iv) to the extent the Project Data is held or processed or both by the ContractorSubcontractor, supply the Project Data to the Authority Contractor in the format specified by the Authority Contractor from time to time. (d) The Contractor Subcontractor shall create an accurate and up to date record relating to each Applicable Allocated Person (as applicable) on nDelius (or any other application as required by the Authority Contractor from time to time) in accordance with each Technical Note including as required in Schedule 7 2 (Services Output SpecificationServices), Schedule 9 3 (Performance Measures and Service Credits), Schedule 10 (InterfacesLevels) [and Schedule 20 (Management Information) []] or as otherwise set out in this Agreement and which includes: (i) compliance with the sentence of the court; (ii) attendance as required under Schedule 7 4 (Services Output Specification) or Schedule 10 (InterfacesServices); (iii) progress of the requirements to which the Applicable Allocated Person is subject; (iv) any change in circumstances of the Applicable Allocated Person; (v) the level of risk of Serious Harm posed by the Applicable Allocated Person; (vi) key risk management decisions; (vii) the Applicable Allocated Person’s 's needs as identified by the offender manager in relation to resettlement and likelihood of reoffending; (viii) key events; (ix) victim information; (x) reviews of the relevant Plan; (xi) when the initial appointment was held with each Allocated Person; and (xii) all other relevant information. For all other Project Data relating to Applicable Allocated Persons that is not recorded as on nDelius, the Contractor Subcontractor shall use the Authority’s Contractor's reporting templates as requested from time to time. (e) The Contractor shall not: (i) delete or remove any proprietary notices contained within or relating to the Project Data; (ii) disclose Project Data to any Third Party (other than permitted Subcontractorssubcontractors) or any of the ContractorSubcontractor's customers without the prior written approval of the Authority Contractor except if required to do so by a Relevant Authority or by any Applicable Law Legislation provided it notifies the Authority Contractor in writing that it is required to do so before the disclosure (if permitted to do so by the relevant Applicable LawLegislation) or after it has made the disclosure if prior notification is prohibited by the relevant Applicable Law Legislation; and (iii) use the Project Data to solicit any business for any of the ContractorSubcontractor's products or services, save as expressly permitted under Clauses 39.1(b20.1(b) or Clause 2914. (f) If any part of the Project Data ceases to be required by the Contractor Subcontractor for the performance of its obligations under this Agreement and, in any event, on or before the Termination Date if earlierDate, the Contractor Subcontractor shall promptly return that Project Data to the AuthorityContractor. (g) If any Project Data is corrupted, lost or degraded as a result of the ContractorSubcontractor's failure to comply with the Authority ICT Policies or any other breach by the Contractor Subcontractor of this Agreement, the Contractor Subcontractor shall, without limiting the AuthorityContractor's other rights or remedies, at its own cost and expense carry out any remedial action necessary to restore or replace the corrupted, lost or degraded Project Data. [Explanatory Note: MOJ will specify Authority ICT policies at a later date]. (h) In all other circumstances not covered by Clause 39.1(g20.1(g), if the Project Data is corrupted, lost or degraded, the Contractor shall carry out, so far as it is reasonably capable, those remedial actions which are reasonably necessary to restore Project Data as the Authority Contractor reasonably requires and at the AuthorityContractor's cost and expense. (i) If and to the extent the Project Data comprises personal data, this shall be processed always in accordance with Clause 36.218.2. (j) The Authority does not give any warranty or undertaking as to the relevance, completeness, accuracy or fitness for any purpose of any of the Project Data and neither the Authority nor an Authority Related Party shall be liable to the Contractor in contract, tort (including negligence or breach of statutory duty), statute or otherwise as a result of any inaccuracy, omission, unfitness for any purpose or inadequacy of any kind whatsoever in the Project Data.

Project Data. (a) As between the Contractor and the Authority, the The Authority is to be treated as the owner of Project Data and the Contractor agrees parties agree that the Project Data is the property of the Authority. All Intellectual Property Rights in or to the Project Data shall vest in the Authority unconditionally and immediately on their creation. The Contractor Subcontractor assigns to the Authority absolutely with full title guarantee (or the title as it holds with limited title guarantee) all right, title and interest (present and future) in any Intellectual Property Rights in the Project Data. (b) Data which may vest in it. The Authority Contractor grants the Contractor Subcontractor a royalty-free and non-exclusive licence (with for the right Contract Period to sublicense to Subcontractors use the Project Data solely to the extent necessary to provide the Services to the Authority) for the Contract Period to use the Project Data on the terms of this Agreement for the purpose of providing the Services to the Authority in accordance with this Agreement. (c) . The Contractor Subcontractor shall: (i) : store, copy or use Project Data only to the extent necessary to perform its obligations under this Agreement; (ii) ; keep the Project Data logically segregated from all other data (including the ContractorSubcontractor's own data and the data of any other customer of the ContractorSubcontractor); (iii) ; ensure that the Project Data is accurate (other than Project Data provided to the Subcontractor by the Contractor where the Subcontractor shall use reasonable endeavours to ensure that the Project Data is accurate) and shall preserve the integrity of the Project Data and prevent the corruption or loss of the Project Data; and (iv) and to the extent the Project Data is held or processed or both by the ContractorSubcontractor, supply the Project Data to the Authority Contractor in the format specified by the Authority Contractor from time to time. (d) . The Contractor Subcontractor shall create an accurate and up to date record relating to each Applicable Allocated Person (as applicable) on nDelius (or any other application as required by the Authority Contractor from time to time) in accordance with each Technical Note including as required in Schedule 7 4 (Services Output SpecificationServices), Schedule 9 5 (Performance Measures and Service Credits), Schedule 10 (InterfacesLevels) [and Schedule 20 (Management Information) []] or as otherwise set out in this Agreement and which includes: (i) : compliance with the sentence of the court; (ii) ; attendance as required under Schedule 7 4 (Services Output Specification) or Schedule 10 (InterfacesServices); (iii) ; progress of the requirements to which the Applicable Allocated Person is subject; (iv) ; any change in circumstances of the Applicable Allocated Person; (v) ; the level of risk of Serious Harm posed by the Applicable Allocated Person; (vi) ; key risk management decisions; (vii) ; the Applicable Allocated Person’s 's needs as identified by the offender manager in relation to resettlement and likelihood of reoffending; (viii) ; key events; (ix) ; victim information; (x) ; reviews of the relevant Plan; (xi) ; when the initial appointment was held with each Allocated Person; and (xii) and all other relevant information. For all other Project Data relating to Applicable Allocated Persons that is not recorded as on nDelius, the Contractor Subcontractor shall use the Authority’s Contractor's reporting templates as requested provided from time to time. (e) . The Contractor Subcontractor shall not: (i) : delete or remove any proprietary notices contained within or relating to the Project Data; (ii) ; disclose Project Data to any Third Party (other than permitted Subcontractorssubcontractors) or any of the ContractorSubcontractor's customers without the prior written approval of the Authority Contractor except if required to do so by a Relevant Authority or by any Applicable Law provided it notifies the Authority Contractor in writing that it is required to do so before the disclosure (if permitted to do so by the relevant Applicable Law) or after it has made the disclosure if prior notification is prohibited by the relevant Applicable Law Law; and (iii) and use the Project Data to solicit any business for any of the ContractorSubcontractor's products or services, save as expressly permitted under Clauses 39.1(bClause 115.1(b) or Clause 29. (f) 88. If any part of the Project Data ceases to be required by the Contractor Subcontractor for the performance of its obligations under this Agreement and, in any event, on or before the Termination Date if earlierDate, the Contractor Subcontractor shall promptly return that Project Data to the Authority. (g) Contractor. If any Project Data is corrupted, lost or degraded as a result of the ContractorSubcontractor's failure to comply with the Authority ICT Policies or any other breach by the Contractor Subcontractor of this Agreement, the Contractor Subcontractor shall, without limiting the AuthorityContractor's other rights or remedies, at its own cost and expense carry out any remedial action necessary to restore or replace the corrupted, lost or degraded Project Data. [Explanatory Note: MOJ will specify Authority ICT policies at a later date] (h) In all other circumstances not covered by Clause 39.1(g115.1(g), if the Project Data is corrupted, lost or degraded, the Contractor shall carry out, so far as it is reasonably capable, those remedial actions which are reasonably necessary to restore Project Data as the Authority Contractor reasonably requires and at the AuthorityContractor's cost and expense. (i) . If and to the extent the Project Data comprises personal data, this shall be processed always in accordance with Clause 36.2. (j) 113.2. The Authority does not give any warranty or undertaking as to Subcontractor shall ensure the relevance, completeness, accuracy or fitness for any purpose of any back up and storage in safe custody of the Project Data in the possession or control of the Subcontractor at all times during the Contract Period in accordance with Good Industry Practice. Without prejudice to this obligation, the Subcontractor shall comply with all procedures for back-up and storage of Project Data which the Contractor reasonably requires the Subcontractor to follow having reviewed the Subcontractor’s proposals for the back up and storage of Project Data. The Subcontractor shall take appropriate steps to ensure that neither the Authority Subcontractor nor any Subcontractor Personnel is placed in a position where there is or may be an Authority Related Party shall be liable actual conflict or potential conflict, between the interests of the Subcontractor and the duties owed to the Contractor in contractunder the provisions of this Agreement. Neither party shall assign, tort transfer or otherwise dispose of any of its rights or transfer (including negligence or breach by way of statutory duty), statute novation) or otherwise as a result dispose of any inaccuracyof its obligations under this Agreement, omissionwithout the prior written consent of the other party and any such purported assignment, unfitness transfer or disposal shall be void. If the Services Agreement expires or terminates for any purpose or inadequacy whatever reason, the Subcontractor shall, at the request of any kind whatsoever in the Project DataAuthority, novate its obligations under this Agreement to a New Contractor.