Common use of PROJECT SPECIFIC IPR AND SPECIALLY WRITTEN SOFTWARE Clause in Contracts

PROJECT SPECIFIC IPR AND SPECIALLY WRITTEN SOFTWARE. The Project Specific IPR and Specially Written Software shall vest in the Authority on creation. The Contractor hereby assigns to the Authority, with full title guarantee, title to and all rights and interest in the Project Specific IPR and the Specially Written Software and/or shall procure that the first owner of the Project Specific IPR and the Specially Written Software assigns them to the Authority on the same basis. The assignment under clause 58.4.1 (Project Specific IPR and Specially Written Software) shall either take effect on the Commencement Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the relevant Project Specific IPR and Specially Written Software, as appropriate. The Contractor shall waive or procure a waiver of any moral rights from all of the authors in any copyright works the rights in which are assigned to the Authority under this Contract. If requested to do so by the Authority, the Contractor shall without charge to the Authority execute all documents and do all such further acts as the Authority may require to perfect the assignment under clause 58.4.1 (Project Specific IPR and Specially Written Software) or shall procure that the owner of the Project Specific IPR and the Specially Written Software does so on the same basis. The Contractor shall ensure that contracts with sub-contractors include provisions expressly assigning with full title guarantee all rights in or to Project Specific IPR and the Specially Written Software created by or on behalf of that sub-contractor to the Contractor. The Contractor shall notify the Authority in the event that it becomes aware of any actual or suspected third party infringement of or any challenge to the validity or ownership of any of the Project Specific IPR or the Specially Written Software. The Authority shall be entitled to take all such action as it in its sole discretion deems necessary to enforce its rights in and to defend any challenge to the validity or ownership of the Project Specific IPR and the Specially Written Software and the Contractor shall and shall procure that its sub-contractors shall give the Authority all assistance as the Authority reasonably requires at the Authority's cost (save where within the scope of the indemnity set out in clause 58.9.1 (Indemnity)), in enforcing or defending the Project Specific IPR and the Specially Written Software. The Contractor will deliver to the Authority the Specially Written Software in both Source Code and binary code forms within seven (7) Days of a written request and shall provide updates of the Source Code on each new release, patch or new version of the Specially Written Software on media that are reasonably acceptable to the Authority. Licence to the Authority The Contractor hereby grants to the Authority and its Related Organisations and shall procure that any relevant third party licensor shall grant to the Authority and its Related Organisations a perpetual, irrevocable, non-exclusive, assignable, royalty-free and global licence to Use, sub-license and/or commercially exploit the Contractor Background IPR, the Contractor Software, Third Party Software and any other Intellectual Property Rights (including those owned by a third party) that are embedded in and/or which are an integral part of and/or are required to be used in connection with the Project Specific IPR, the Specially Written Software, the APIs, the Services and/or the Prescribed Documentation to the extent necessary: to Use and/or exploit the Project Specific IPR and/or the Specially Written Software for any purpose; to perform the Authority's obligations under the Contract; to receive the benefit of the Services under the Contract; to copy and use the APIs and/or the Prescribed Documentation; and to operate, maintain, support and upgrade the Specially Written Software. The Contractor shall be solely responsible for and shall ensure that it has at all times in relation to Intellectual Property Rights, all Consents necessary to provide the Services to the Authority and to grant the licences granted to the Authority under the Contract. Third Party IPR The Third Party IPR shall be licensed to the Authority and Related Organisations on the terms set out in clause 58.5.1 (Licence to the Authority), provided that if in respect of any proposed Third Party IPR the Contractor cannot obtain a licence in accordance with such terms, the Contractor will consult with the Authority on whether the rights that can be obtained are nevertheless acceptable to the Authority (in which case it shall grant a licence in respect of such Third Party IPR upon the agreed terms) or whether the Contractor should use an alternative provider.