Common use of RIGHTS AND PROTECTION Clause in Contracts

RIGHTS AND PROTECTION. 9.1 The Supplier warrants and represents that: 9.1.1 it has full capacity and authority to enter into and to perform the Contract; 9.1.2 the Contract is entered into by its authorised representative; 9.1.3 it is a legally valid and existing organisation incorporated in the place it was formed; 9.1.4 there are no known legal or regulatory actions or investigations before any court, administrative body or arbitration tribunal pending or threatened against it or its affiliates that might affect its ability to perform the Contract; 9.1.5 all necessary rights, authorisations, licences and consents (including in relation to IPRs) are in place to enable the Supplier to perform its obligations under the Contract and the Buyer to receive the Deliverables; 9.1.6 it doesn't have any contractual obligations which are likely to have a material adverse effect on its ability to perform the Contract; and 9.1.7 it is not impacted by an Insolvency Event. 9.2 The warranties and representations in clause 3.3 and clause 9.1 are repeated each time the Supplier provides Deliverables under the Contract. 9.3 The Supplier indemnifies the Buyer against each of the following: 9.3.1 wilful misconduct of the Supplier, any of its Subcontractor and/or Supplier Staff that impacts the Contract; and 9.3.2 non-payment by the Supplier of any tax or National Insurance. 9.4 If the Supplier becomes aware of a representation or warranty made in relation to the Contract that becomes untrue or misleading, it must immediately notify the Buyer. 9.5 All third party warranties and indemnities covering the Deliverables must be assigned for the Buyer's benefit by the Supplier for free. 10.1 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer a non- exclusive, perpetual, royalty-free, irrevocable, transferable, sub-licensable worldwide licence to use, copy and adapt the Supplier's Existing IPR to enable the Buyer and its sub-licensees to both: 10.1.1 receive and use the Deliverables; and 10.1.2 use the New IPR. The termination or expiry of the Contract does not terminate any licence granted under this clause 10. 10.2 Any New IPR created under the Contract is owned by the Buyer. The Buyer gives the Supplier a royalty-free, non-exclusive, non-transferable licence to use, copy, and adapt any Existing IPRs and the New IPR which the Supplier reasonably requires for the purpose of fulfilling its obligations during the Term and commercially exploiting the New IPR developed under the Contract. This licence is sub-licensable to a Subcontractor for the purpose of enabling the Supplier to fulfil its obligations under the Contract, and in that case the Subcontractor must enter into a confidentiality undertaking with the Supplier on the same terms as set out in clause 15 (What you must keep confidential). 10.3 Unless otherwise agreed in writing, the Supplier and the Buyer will record any New IPR and keep this record updated throughout the Term. 10.4 Where a Party acquires ownership of intellectual property rights incorrectly under this Contract, it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 10.5 Neither Party has the right to use the other Party's intellectual property rights, including any use of the other Party's names, logos or trademarks, except as provided in this clause 10 or otherwise agreed in writing. 10.6 If any claim is made against the Buyer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Deliverables (an “IPR Claim”), then the Supplier indemnifies the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result of the IPR Claim. 10.7 If an IPR Claim is made or anticipated, the Supplier must at its own option and expense, either: 10.7.1 obtain for the Buyer the rights in clause 10.1 without infringing any third party intellectual property rights; and 10.7.2 replace or modify the relevant item with substitutes that don’t infringe intellectual property rights without adversely affecting the functionality or performance of the Deliverables. 10.7.3 If the Supplier is not able to resolve the IPR Claim to the Buyer’s reasonable satisfaction within a reasonable time, the Buyer may give written notice that it terminates the Contract from the date set out in the notice, or where no date is given in the notice, the date of the notice. On termination, the consequences of termination in clauses 11.5.1 shall apply. 10.8 The Supplier shall not use in the Delivery of the Deliverables any Third Party IPR unless: 10.8.1 the Buyer gives its approval to do so; and 10.8.2 one of the following conditions applies: 10.8.2.1 the owner or an authorised licensor of the relevant Third Party IPR has granted the Buyer a direct licence that provides the Buyer with the rights in clause 10.1; or 10.8.2.2 if the Supplier cannot, after commercially reasonable endeavours, obtain for the Buyer a direct licence to the Third Party IPR as set out in clause 00.0.0.0: (a) the Supplier provides the Buyer with details of the licence terms it can obtain and the identity of those licensors; (b) the Buyer agrees to those licence terms; and (c) the owner or authorised licensor of the Third Party IPR grants a direct licence to the Buyer on those terms; or 10.8.2.3 the Buyer approves in writing, with reference to the acts authorised and the specific intellectual property rights involved. 10.9 In spite of any other provisions of the Contract and for the avoidance of doubt, award of this Contract by the Buyer and the ordering of any Deliverable under it, does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977, Section 12 of the Registered Designs Act 1949 or Sections 240 – 243 of the Copyright, Designs and Patents Act 1988.

RIGHTS AND PROTECTION. 9.1 10.1 The Supplier warrants and represents that: 9.1.1 10.1.1 it has full capacity and authority to enter into and to perform the Contract; 9.1.2 the Contract which is entered into executed by its authorised representative; 9.1.3 it is a legally valid and existing organisation incorporated in the place it was formed; 9.1.4 10.1.2 there are no known legal or regulatory actions or investigations before any court, administrative body or arbitration tribunal pending or threatened against it or its affiliates Affiliates that might affect its ability to perform the Contract; 9.1.5 10.1.3 all necessary rights, authorisations, licences and consents (including in relation to IPRs) are in place to enable the Supplier to perform its obligations under the Contract and for the Buyer to receive the Deliverables; 9.1.6 it doesn't have any contractual obligations which are likely to have a material adverse effect on its ability to perform the Contract; and 9.1.7 10.1.4 it is not impacted by an Insolvency Event or (where applicable) a Financial Distress Event; and 10.1.5 neither it nor, to the best of its knowledge the Supplier Staff, have breached the Relevant Requirements prior to the Start Date or been subject to an investigation relating to a breach of Relevant Requirements. 9.2 10.2 The warranties and representations in clause 3.3 Clauses 2.3 and clause 9.1 10.1 are repeated each time the Supplier provides Deliverables under the Contract. 9.3 10.3 The Supplier indemnifies the Buyer for Losses incurred by it against each of the following: 9.3.1 10.3.1 wilful misconduct of the Supplier, any of its Subcontractor and/or and Supplier Staff that impacts the Contract; and 9.3.2 10.3.2 non-payment by the Supplier of any tax or National Insurancenational insurance. 9.4 10.4 If the Supplier becomes aware of a representation or warranty made in relation to the Contract that becomes untrue or misleading, it must immediately notify the Buyer. 9.5 10.5 All third party warranties and indemnities covering the Deliverables must be assigned for the Buyer's ’s benefit by the Supplier for freeSupplier. 10.1 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer a non- exclusive, perpetual, royalty-free, irrevocable, transferable, sub-licensable worldwide licence to use, copy and adapt the Supplier's Existing IPR to enable the Buyer and its sub-licensees to both: 10.1.1 receive and use the Deliverables; and 10.1.2 use the New IPR. The termination or expiry of the Contract does not terminate any licence granted under this clause 10. 10.2 Any New IPR created under the Contract is owned by the Buyer. The Buyer gives the Supplier a royalty-free, non-exclusive, non-transferable licence to use, copy, and adapt any Existing IPRs and the New IPR which the Supplier reasonably requires for the purpose of fulfilling its obligations during the Term and commercially exploiting the New IPR developed under the Contract. This licence is sub-licensable to a Subcontractor for the purpose of enabling the Supplier to fulfil its obligations under the Contract, and in that case the Subcontractor must enter into a confidentiality undertaking with the Supplier on the same terms as set out in clause 15 (What you must keep confidential). 10.3 Unless otherwise agreed in writing, the Supplier and the Buyer will record any New IPR and keep this record updated throughout the Term. 10.4 Where a Party acquires ownership of intellectual property rights incorrectly under this Contract, it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 10.5 Neither Party has the right to use the other Party's intellectual property rights, including any use of the other Party's names, logos or trademarks, except as provided in this clause 10 or otherwise agreed in writing. 10.6 If any claim is made against the Buyer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Deliverables (an “IPR Claim”), then the Supplier indemnifies the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result of the IPR Claim. 10.7 If an IPR Claim is made or anticipated, the Supplier must at its own option and expense, either: 10.7.1 obtain for the Buyer the rights in clause 10.1 without infringing any third party intellectual property rights; and 10.7.2 replace or modify the relevant item with substitutes that don’t infringe intellectual property rights without adversely affecting the functionality or performance of the Deliverables. 10.7.3 If the Supplier is not able to resolve the IPR Claim to the Buyer’s reasonable satisfaction within a reasonable time, the Buyer may give written notice that it terminates the Contract from the date set out in the notice, or where no date is given in the notice, the date of the notice. On termination, the consequences of termination in clauses 11.5.1 shall apply. 10.8 The Supplier shall not use in the Delivery of the Deliverables any Third Party IPR unless: 10.8.1 the Buyer gives its approval to do so; and 10.8.2 one of the following conditions applies: 10.8.2.1 the owner or an authorised licensor of the relevant Third Party IPR has granted the Buyer a direct licence that provides the Buyer with the rights in clause 10.1; or 10.8.2.2 if the Supplier cannot, after commercially reasonable endeavours, obtain for the Buyer a direct licence to the Third Party IPR as set out in clause 00.0.0.0: (a) the Supplier provides the Buyer with details of the licence terms it can obtain and the identity of those licensors; (b) the Buyer agrees to those licence terms; and (c) the owner or authorised licensor of the Third Party IPR grants a direct licence to the Buyer on those terms; or 10.8.2.3 the Buyer approves in writing, with reference to the acts authorised and the specific intellectual property rights involved. 10.9 In spite of any other provisions of the Contract and for the avoidance of doubt, award of this Contract by the Buyer and the ordering of any Deliverable under it, does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977, Section 12 of the Registered Designs Act 1949 or Sections 240 – 243 of the Copyright, Designs and Patents Act 1988.

RIGHTS AND PROTECTION. 9.1 8.1 The Supplier warrants and represents that: 9.1.1 (a) it has full capacity and authority to enter into and to perform the each Contract; 9.1.2 the (b) each Contract is entered into executed by its authorised representative; 9.1.3 (c) it is a legally valid and existing organisation incorporated in the place it was formed; 9.1.4 (d) there are no known legal or regulatory actions or investigations before any court, administrative body or arbitration tribunal pending or threatened against it or its affiliates Affiliates that might affect its ability to perform the each Contract; 9.1.5 (e) it maintains all necessary rights, authorisations, licences and consents (including in relation to IPRs) are in place to enable the Supplier to perform its obligations under the Contract and the Buyer to receive the Deliverableseach Contract; 9.1.6 (f) it doesn't does not have any contractual obligations which are likely to have a material adverse effect on its ability to perform the each Contract; and; 9.1.7 (g) it is not impacted by an Insolvency Event; and (h) it will comply with each Call-Off Contract. 9.2 8.2 The warranties and representations in clause 3.3 Clauses 2.10 and clause 9.1 8.1 are repeated each time the Supplier provides Deliverables under the Contract. 9.3 8.3 The Supplier indemnifies the both CCS and every Buyer against each of the following: 9.3.1 (a) wilful misconduct of the Supplier, any of its Subcontractor and/or and Supplier Staff that impacts the Contract; and 9.3.2 (b) non-payment by the Supplier of any tax Tax or National Insurance. 9.4 8.4 All claims indemnified under this Contract must use Clause 26. 8.5 The description of any provision of this Contract as a warranty does not prevent CCS or a Buyer from exercising any termination right that it may have for breach of that clause by the Supplier. 8.6 If the Supplier becomes aware of a representation or warranty made in relation to the Contract that becomes untrue or misleading, it must immediately notify the CCS and every Buyer. 9.5 8.7 All third party warranties and indemnities covering the Deliverables must be assigned for the Buyer's ’s benefit by the Supplier for freeSupplier. 10.1 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer a non- exclusive, perpetual, royalty-free, irrevocable, transferable, sub-licensable worldwide licence to use, copy and adapt the Supplier's Existing IPR to enable the Buyer and its sub-licensees to both: 10.1.1 receive and use the Deliverables; and 10.1.2 use the New IPR. The termination or expiry of the Contract does not terminate any licence granted under this clause 10. 10.2 Any New IPR created under the Contract is owned by the Buyer. The Buyer gives the Supplier a royalty-free, non-exclusive, non-transferable licence to use, copy, and adapt any Existing IPRs and the New IPR which the Supplier reasonably requires for the purpose of fulfilling its obligations during the Term and commercially exploiting the New IPR developed under the Contract. This licence is sub-licensable to a Subcontractor for the purpose of enabling the Supplier to fulfil its obligations under the Contract, and in that case the Subcontractor must enter into a confidentiality undertaking with the Supplier on the same terms as set out in clause 15 (What you must keep confidential). 10.3 Unless otherwise agreed in writing, the Supplier and the Buyer will record any New IPR and keep this record updated throughout the Term. 10.4 Where a Party acquires ownership of intellectual property rights incorrectly under this Contract, it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 10.5 Neither Party has the right to use the other Party's intellectual property rights, including any use of the other Party's names, logos or trademarks, except as provided in this clause 10 or otherwise agreed in writing. 10.6 If any claim is made against the Buyer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Deliverables (an “IPR Claim”), then the Supplier indemnifies the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result of the IPR Claim. 10.7 If an IPR Claim is made or anticipated, the Supplier must at its own option and expense, either: 10.7.1 obtain for the Buyer the rights in clause 10.1 without infringing any third party intellectual property rights; and 10.7.2 replace or modify the relevant item with substitutes that don’t infringe intellectual property rights without adversely affecting the functionality or performance of the Deliverables. 10.7.3 If the Supplier is not able to resolve the IPR Claim to the Buyer’s reasonable satisfaction within a reasonable time, the Buyer may give written notice that it terminates the Contract from the date set out in the notice, or where no date is given in the notice, the date of the notice. On termination, the consequences of termination in clauses 11.5.1 shall apply. 10.8 The Supplier shall not use in the Delivery of the Deliverables any Third Party IPR unless: 10.8.1 the Buyer gives its approval to do so; and 10.8.2 one of the following conditions applies: 10.8.2.1 the owner or an authorised licensor of the relevant Third Party IPR has granted the Buyer a direct licence that provides the Buyer with the rights in clause 10.1; or 10.8.2.2 if the Supplier cannot, after commercially reasonable endeavours, obtain for the Buyer a direct licence to the Third Party IPR as set out in clause 00.0.0.0: (a) the Supplier provides the Buyer with details of the licence terms it can obtain and the identity of those licensors; (b) the Buyer agrees to those licence terms; and (c) the owner or authorised licensor of the Third Party IPR grants a direct licence to the Buyer on those terms; or 10.8.2.3 the Buyer approves in writing, with reference to the acts authorised and the specific intellectual property rights involved. 10.9 In spite of any other provisions of the Contract and for the avoidance of doubt, award of this Contract by the Buyer and the ordering of any Deliverable under it, does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977, Section 12 of the Registered Designs Act 1949 or Sections 240 – 243 of the Copyright, Designs and Patents Act 1988.

RIGHTS AND PROTECTION. 9.1 10.1 The Supplier warrants and represents that: 9.1.1 10.1.1 it has full capacity and authority to enter into and to perform the Contract; 9.1.2 the Contract which is entered into by its authorised representative; 9.1.3 it is a legally valid and existing organisation incorporated in the place it was formed; 9.1.4 10.1.2 there are no known legal or regulatory actions or investigations before any court, administrative body or arbitration tribunal pending or threatened against it or its affiliates Affiliates that might affect its ability to perform the Contract; 9.1.5 10.1.3 all necessary rights, authorisations, licences and consents (including in relation to IPRs) are in place to enable the Supplier to perform its obligations under the Contract and for the Buyer to receive the Deliverables; 9.1.6 it doesn't have any contractual obligations which are likely to have a material adverse effect on its ability to perform the Contract; and 9.1.7 10.1.4 it is not impacted by an Insolvency Event or (where applicable) a Financial Distress Event; and 10.1.5 neither it nor, to the best of its knowledge the Supplier Staff, have breached the Relevant Requirements prior to the Start Date or been subject to an investigation relating to a breach of Relevant Requirements. 9.2 10.2 The warranties and representations in clause 3.3 Clauses 2.3 and clause 9.1 10.1 are repeated each time the Supplier provides Deliverables under the Contract. 9.3 10.3 The Supplier indemnifies the Buyer for Losses incurred by it against each of the following: 9.3.1 10.3.1 wilful misconduct of the Supplier, any of its Subcontractor and/or and Supplier Staff that impacts the Contract; and 9.3.2 10.3.2 non-payment by the Supplier of any tax or National Insurancenational insurance. 9.4 10.4 If the Supplier becomes aware of a representation or warranty made in relation to the Contract that becomes untrue or misleading, it must immediately notify the Buyer. 9.5 10.5 All third party warranties and indemnities covering the Deliverables must be assigned for the Buyer's ’s benefit by the Supplier for free. 10.1 Each Party keeps ownership 10.6 The description of its own Existing IPRs. The Supplier gives the Buyer a non- exclusive, perpetual, royalty-free, irrevocable, transferable, sub-licensable worldwide licence to use, copy and adapt the Supplier's Existing IPR to enable the Buyer and its sub-licensees to both: 10.1.1 receive and use the Deliverables; and 10.1.2 use the New IPR. The termination or expiry any provision of the Contract as a warranty does not terminate prevent the Buyer from exercising any licence granted under this termination right that it may have for Default of that clause 10. 10.2 Any New IPR created under the Contract is owned by the Buyer. The Buyer gives the Supplier a royalty-free, non-exclusive, non-transferable licence to use, copy, and adapt any Existing IPRs and the New IPR which the Supplier reasonably requires for the purpose of fulfilling its obligations during the Term and commercially exploiting the New IPR developed under the Contract. This licence is sub-licensable to a Subcontractor for the purpose of enabling the Supplier to fulfil its obligations under the Contract, and in that case the Subcontractor must enter into a confidentiality undertaking with the Supplier on the same terms as set out in clause 15 (What you must keep confidential)Supplier. 10.3 Unless otherwise agreed in writing, the Supplier and the Buyer will record any New IPR and keep this record updated throughout the Term. 10.4 Where a Party acquires ownership of intellectual property rights incorrectly under this Contract, it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 10.5 Neither Party has the right to use the other Party's intellectual property rights, including any use of the other Party's names, logos or trademarks, except as provided in this clause 10 or otherwise agreed in writing. 10.6 If any claim is made against the Buyer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Deliverables (an “IPR Claim”), then the Supplier indemnifies the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result of the IPR Claim. 10.7 If an IPR Claim is made or anticipated, the Supplier must at its own option and expense, either: 10.7.1 obtain for the Buyer the rights in clause 10.1 without infringing any third party intellectual property rights; and 10.7.2 replace or modify the relevant item with substitutes that don’t infringe intellectual property rights without adversely affecting the functionality or performance of the Deliverables. 10.7.3 If the Supplier is not able to resolve the IPR Claim to the Buyer’s reasonable satisfaction within a reasonable time, the Buyer may give written notice that it terminates the Contract from the date set out in the notice, or where no date is given in the notice, the date of the notice. On termination, the consequences of termination in clauses 11.5.1 shall apply. 10.8 The Supplier shall not use in the Delivery of the Deliverables any Third Party IPR unless: 10.8.1 the Buyer gives its approval to do so; and 10.8.2 one of the following conditions applies: 10.8.2.1 the owner or an authorised licensor of the relevant Third Party IPR has granted the Buyer a direct licence that provides the Buyer with the rights in clause 10.1; or 10.8.2.2 if the Supplier cannot, after commercially reasonable endeavours, obtain for the Buyer a direct licence to the Third Party IPR as set out in clause 00.0.0.0: (a) the Supplier provides the Buyer with details of the licence terms it can obtain and the identity of those licensors; (b) the Buyer agrees to those licence terms; and (c) the owner or authorised licensor of the Third Party IPR grants a direct licence to the Buyer on those terms; or 10.8.2.3 the Buyer approves in writing, with reference to the acts authorised and the specific intellectual property rights involved. 10.9 In spite of any other provisions of the Contract and for the avoidance of doubt, award of this Contract by the Buyer and the ordering of any Deliverable under it, does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977, Section 12 of the Registered Designs Act 1949 or Sections 240 – 243 of the Copyright, Designs and Patents Act 1988.

RIGHTS AND PROTECTION. ‌ 9.1 The Supplier warrants and represents that:that:‌ 9.1.1 it has full capacity and authority to enter into and to perform the Contract; 9.1.2 the Contract is entered into by its authorised representative; 9.1.3 it is a legally valid and existing organisation incorporated in the place it was formed; 9.1.4 there are no known legal or regulatory actions or investigations before any court, administrative body or arbitration tribunal pending or threatened against it or its affiliates that might affect its ability to perform the Contract; 9.1.5 all necessary rights, authorisations, licences and consents (including in relation to IPRs) are in place to enable the Supplier to perform its obligations under the Contract and the Buyer to receive the Deliverables; 9.1.6 it doesn't have any contractual obligations which are likely to have a material adverse effect on its ability to perform the Contract; and 9.1.7 it is not impacted by an Insolvency Event. 9.2 The warranties and representations in clause 3.3 and clause 9.1 are repeated each time the Supplier provides Deliverables under the Contract. 9.3 The Supplier indemnifies the Buyer against each of the following: 9.3.1 wilful misconduct of the Supplier, any of its Subcontractor and/or Supplier Staff that impacts the Contract; and 9.3.2 non-payment by the Supplier of any tax or National Insurance.Insurance.‌ 9.4 If the Supplier becomes aware of a representation or warranty made in relation to the Contract that becomes untrue or misleading, it must immediately notify the Buyer. 9.5 All third party warranties and indemnities covering the Deliverables must be assigned for the Buyer's benefit by the Supplier for free.. 10 INTELLECTUAL PROPERTY RIGHTS (“IPRS”)‌ 10.1 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer a non- exclusive, perpetual, royalty-free, irrevocable, transferable, sub-licensable worldwide licence to use, copy and adapt the Supplier's Existing IPR to enable the Buyer and its sub-licensees to both:both:‌ 10.1.1 receive and use the Deliverables; and 10.1.2 use the New IPR. The termination or expiry of the Contract does not terminate any licence granted under this clause 10. 10.2 Any New IPR created under the Contract is owned by the Buyer. The Buyer gives the Supplier a royalty-free, non-exclusive, non-transferable licence to use, copy, and adapt any Existing IPRs and the New IPR which the Supplier reasonably requires for the purpose of fulfilling its obligations during the Term and commercially exploiting the New IPR developed under the Contract. This licence is sub-licensable to a Subcontractor for the purpose of enabling the Supplier to fulfil its obligations under the Contract, and in that case the Subcontractor must enter into a confidentiality undertaking with the Supplier on the same terms as set out in clause 15 (What you must keep confidential). 10.3 Unless otherwise agreed in writing, the Supplier and the Buyer will record any New IPR and keep this record updated throughout the Term. 10.4 Where a Party acquires ownership of intellectual property rights incorrectly under this Contract, it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 10.5 Neither Party has the right to use the other Party's intellectual property rights, including any use of the other Party's names, logos or trademarks, except as provided in this clause 10 or otherwise agreed in writing. 10.6 If any claim is made against the Buyer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Deliverables (an “IPR Claim”), then the Supplier indemnifies the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result of the IPR Claim.Claim.‌ 10.7 If an IPR Claim is made or anticipated, the Supplier must at its own option and expense, either: 10.7.1 obtain for the Buyer the rights in clause 10.1 without infringing any third party intellectual property rights; and 10.7.2 replace or modify the relevant item with substitutes that don’t infringe intellectual property rights without adversely affecting the functionality or performance of the Deliverables. 10.7.3 If the Supplier is not able to resolve the IPR Claim to the Buyer’s reasonable satisfaction within a reasonable time, the Buyer may give written notice that it terminates the Contract from the date set out in the notice, or where no date is given in the notice, the date of the notice. On termination, the consequences of termination in clauses 11.5.1 shall apply. 10.8 The Supplier shall not use in the Delivery of the Deliverables any Third Party IPR unless: 10.8.1 the Buyer gives its approval to do so; and 10.8.2 one of the following conditions applies: 10.8.2.1 the owner or an authorised licensor of the relevant Third Party IPR has granted the Buyer a direct licence that provides the Buyer with the rights in clause 10.1; oror‌ 10.8.2.2 if the Supplier cannot, after commercially reasonable endeavours, obtain for the Buyer a direct licence to the Third Party IPR as set out in clause 00.0.0.0: (a) the Supplier provides the Buyer with details of the licence terms it can obtain and the identity of those licensors; (b) the Buyer agrees to those licence terms; and (c) the owner or authorised licensor of the Third Party IPR grants a direct licence to the Buyer on those terms; or 10.8.2.3 the Buyer approves in writing, with reference to the acts authorised and the specific intellectual property rights involved. 10.9 In spite of any other provisions of the Contract and for the avoidance of doubt, award of this Contract by the Buyer and the ordering of any Deliverable under it, does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977, Section 12 of the Registered Designs Act 1949 or Sections 240 – 243 of the Copyright, Designs and Patents Act 1988.1988.‌

RIGHTS AND PROTECTION. ‌ 9.1 The Supplier warrants and represents that:that:‌ 9.1.1 it has full capacity and authority to enter into and to perform the Contract; 9.1.2 the Contract is executed entered into by its authorised representative; 9.1.3 it is a legally valid and existing organisation incorporated in the place it was formed; 9.1.4 there are no known legal or regulatory actions or investigations before any court, administrative body or arbitration tribunal pending or threatened against it or its affiliates that might affect its ability to perform the Contract; 9.1.5 all necessary rights, authorisations, licences and consents (including in relation to IPRs) are in place to enable the Supplier to perform its obligations under the Contract and the Buyer to receive the Deliverables; 9.1.6 it doesn't have any contractual obligations which are likely to have a material adverse effect on its ability to perform the Contract; and 9.1.7 it is not impacted by an Insolvency Event. 9.2 The warranties and representations in clause 3.3 and clause 9.1 are repeated each time the Supplier provides Deliverables under the Contract. 9.3 The Supplier indemnifies the Buyer against each of the following: 9.3.1 wilful misconduct of the Supplier, any of its Subcontractor and/or Supplier Staff that impacts the Contract; and 9.3.2 non-payment by the Supplier of any tax or National Insurance.Insurance.‌ 9.4 If the Supplier becomes aware of a representation or warranty made in relation to the Contract that becomes untrue or misleading, it must immediately notify the Buyer. 9.5 All third party warranties and indemnities covering the Deliverables must be assigned for the Buyer's benefit by the Supplier for free.. 10 INTELLECTUAL PROPERTY RIGHTS (“IPRS”)‌ 10.1 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer a non- exclusive, perpetual, royalty-free, irrevocable, transferable, sub-licensable worldwide licence to use, copy and adapt adaptchange and sub-license the Supplier's Existing IPR to enable the Buyer and its sub-licensees to both:both:‌ 10.1.1 receive and use the Deliverables; andand 10. 10.1.2 1.2 use the New IPR. IPR.‌ The termination or expiry of the xxxxx Contract does not terminate any licence granted under this clause 1011.10. 10.2 Any New IPR created under the Contract is owned by the Buyer. The Buyer gives the Supplier a royalty-free, non-exclusive, non-transferable licence to use, copy, and adapt any Existing IPRs and the New IPR which the Supplier reasonably requires for the purpose of fulfilling its obligations during the Term and commercially exploiting the New IPR developed under the Contract. This licence is sub-licensable to a Subcontractor for the purpose of enabling the Supplier to fulfil its obligations under the Contract, and in that case the Subcontractor must enter into a confidentiality undertaking with the Supplier on the same terms as set out in clause 15 (What you must keep confidential). 10.3 Unless otherwise agreed in writing, the Supplier and the Buyer will record any New IPR and keep this record updated throughout the Term. 10.4 Where a Party acquires ownership of intellectual property rights incorrectly under this Contract, it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 10.5 Neither Party has the right to use the other Party's intellectual property rights, including any use of the other Party's names, logos or trademarks, except as provided in this clause 10 or otherwise agreed in writing. 10.6 If any claim is made against the Buyer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Deliverables (an “IPR Claim”), then the Supplier indemnifies the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result of the IPR Claim. 10.7 If an IPR Claim is made or anticipated, the Supplier must at its own option and expense, either: 10.7.1 obtain for the Buyer the rights in clause 10.1 without infringing any third party intellectual property rights; and 10.7.2 replace or modify the relevant item with substitutes that don’t infringe intellectual property rights without adversely affecting the functionality or performance of the Deliverables. 10.7.3 If the Supplier is not able to resolve the IPR Claim to the Buyer’s reasonable satisfaction within a reasonable time, the Buyer may give written notice that it terminates the Contract from the date set out in the notice, or where no date is given in the notice, the date of the notice. On termination, the consequences of termination in clauses 11.5.1 shall apply. 10.8 The Supplier shall not use in the Delivery of the Deliverables any Third Party IPR unless: 10.8.1 the Buyer gives its approval to do so; and 10.8.2 one of the following conditions applies: 10.8.2.1 the owner or an authorised licensor of the relevant Third Party IPR has granted the Buyer a direct licence that provides the Buyer with the rights in clause 10.1; or 10.8.2.2 if the Supplier cannot, after commercially reasonable endeavours, obtain for the Buyer a direct licence to the Third Party IPR as set out in clause 00.0.0.0: (a) the Supplier provides the Buyer with details of the licence terms it can obtain and the identity of those licensors; (b) the Buyer agrees to those licence terms; and (c) the owner or authorised licensor of the Third Party IPR grants a direct licence to the Buyer on those terms; or 10.8.2.3 the Buyer approves in writing, with reference to the acts authorised and the specific intellectual property rights involved. 10.9 In spite of any other provisions of the Contract and for the avoidance of doubt, award of this Contract by the Buyer and the ordering of any Deliverable under it, does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977, Section 12 of the Registered Designs Act 1949 or Sections 240 – 243 of the Copyright, Designs and Patents Act 1988.