Common use of Software Licence Clause in Contracts

Software Licence. 4.1 Any Software or Documentation provided by Us in connection with the provision of the Services is, and will remain, Our property or that of Our licensors. All Intellectual Property Rights in the Software, Documentation and Services are owned by, and will remain vested in, Us or Our licensors. Nothing in this Contract shall operate to assign or otherwise transfer ownership of any such Intellectual Property Rights to You or any third party. 4.2 You are granted a non-exclusive, non-transferable, limited right to use the Software and Documentation during the term of this Contract and only for the purpose of using the Service. 4.3 You agree to be bound by and comply with the licensing terms of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products. Where any other Software or Documentation is owned, or licensed to Us, by another third party supplier who determines any terms upon which that Software or Documentation is licensed to You, We shall, if required by that third party supplier or Us, procure the grant of a licence encompassing those terms directly from such third party supplier to You and You shall comply with the terms of such licence. 4.4 You: (a) shall not make any modifications to the Software or Documentation or use the Software or Documentation in any manner not expressly authorised in this Contract; (b) shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software in whole or in part except as permitted by law or clause 6.5; (c) shall not rent, lease, lend, make available or distribute the Software or the Documentation; assign the benefit or sub-contract the burden of this Contract in whole or in part; or allow the Software or Documentation to become the subject of any charge, lien or encumbrance; and (d) shall not (and shall not permit any third party to) export the Software, Documentation or any hardware upon which the Software is embedded, out of the UK without the prior written consent of Us or Our licensors. 4.5 You shall not resell the Services or sub-licence the Software or Documentation to any third party, without Our express consent. Such consent shall be at Our sole discretion and subject to You entering into a separate contract with Us. 4.6 You shall not modify, obscure or remove any copyright or proprietary notices on the Software or Documentation and You shall reproduce such notices on any authorised copies of the Software or Documentation or part thereof You may make in the format in which they appear on the original. 4.7 You will permit Us or the Software or Documentation licensor, upon reasonable notice, to enter during normal working hours any premises owned or controlled by You in order to review Your use of the Software and/or the Documentation and to ensure that You are using the same in accordance with this Contract and You will (as an additional obligation) provide all information requested by Us or Our software licensors in relation to Your use of the Software and Documentation (at Your own cost). 4.8 You will indemnify and keep Us indemnified against any and all costs, losses, damages, or liability that We may incur due to: (i) You amending or in any way altering the Software or Documentation, or using it for a purpose not permitted by this Contract; (ii) Your breach of this clause 4 or any of the provisions of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products; or (iii) any third party claim in relation to Your unlawful or improper use of the Software or Documentation (including where such a claim arises due to a breach by You of the terms of this Contract). 4.9 If You become aware of an IPR Claim, You will: (a) promptly and fully notify Us of the IPR Claim; (b) allow Us to conduct all negotiations and proceedings and to settle the IPR Claim if We require such; (c) take such action as We may reasonably request to avoid, dispute, compromise or defend the IPR Claim; (d) provide Us with any reasonable assistance regarding the IPR Claim as is required by Us, and. (e) not make any admission of liability, agreement or compromise in relation to the IPR Claim without Our prior written consent. 4.10 Upon termination of this Contract, Your right to use the Software and/or the Documentation shall cease and You shall, at Our absolute discretion, return or destroy the same (if applicable) and otherwise cease use.

Software Licence. 4.1 Any Software or Documentation provided by Us in connection with 3.1 Mortgage Brain grants to you, subject to the provision of the Services is, terms and will remain, Our property or that of Our licensors. All Intellectual Property Rights in the Software, Documentation and Services are owned by, and will remain vested in, Us or Our licensors. Nothing conditions in this Contract shall operate to assign or otherwise transfer ownership of any such Intellectual Property Rights to You or any third party. 4.2 You are granted Agreement, a non-exclusive, non-transferable, limited right licence to use the Software and Documentation during Software. 3.2 Without prejudice to the term other provisions of this Contract Agreement the licence granted in clause 3.1 is subject to the following conditions: 3.2.1 You may, subject to the Copyright (Computer Program) Regulations 1992, only make so many copies of the Software as are reasonably necessary for operational security and only for lawful use. Such copies and the purpose media on which they are stored shall be the property of using Mortgage Brain. You shall make full and accurate records of such copying and location of the Servicecopies and make these available to Mortgage Brain on request from time to time. 4.3 You agree to be bound by and comply with the licensing terms of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products. Where any other Software or Documentation is owned, or licensed to Us, by another third party supplier who determines any terms upon which that Software or Documentation is licensed to You, We shall, if required by that third party supplier or Us, procure the grant of a licence encompassing those terms directly from such third party supplier to You and You shall comply with the terms of such licence. 4.4 You: (a) shall not make any modifications to the Software or Documentation or use the Software or Documentation in any manner not expressly authorised in this Contract; (b) shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software in whole or in part except as permitted by law or clause 6.5; (c) shall not rent, lease, lend, make available or distribute the Software or the Documentation; assign the benefit or sub-contract the burden of this Contract in whole or in part; or allow the Software or Documentation to become the subject of any charge, lien or encumbrance; and (d) shall not (and shall not permit any third party to) export the Software, Documentation or any hardware upon which the Software is embedded, out of the UK without the prior written consent of Us or Our licensors. 4.5 3.2.2 You shall not resell the Services or sub-licence the Software or Documentation to any third party, without Our express consent. Such consent shall be at Our sole discretion and subject to You entering into a separate contract with Us. 4.6 You shall not modify, obscure modify or remove any copyright or proprietary notices on the Software or Documentation and You shall reproduce such notices on any authorised copies of the Software. 3.2.3 The Software may only be used by you: 3.2.3.1 solely for processing Content; and 3.2.3.2 on a computer system running a compatible operating system. Details of such compatible operating systems are available on request from Mortgage Brain. 3.2.4 You shall not permit any third party to use the Software nor use the Software on behalf of or for the benefit of any third party (except Clients) in any way whatsoever, including any consulting, service-bureau, time-sharing, rental or services of any other kind. 3.2.5 Except to the extent permitted by law, you shall not decompile, reverse engineer, disassemble or otherwise derive the source code or database of the Software nor permit any third party to do so. 3.2.6 Save as otherwise provided, you shall not, and shall not permit any third party to, copy, make error corrections to or otherwise modify or adapt the Software nor create derivative works based upon the Software or permit any part of the Software or Documentation database to be combined with or part thereof You may make become incorporated in the format in which they appear on the originalany other computer programs. 4.7 3.2.7 You will permit Us or shall effect and maintain adequate security measures to safeguard the Software against access to or Documentation licensor, upon reasonable notice, to enter during normal working hours use by unauthorised persons and ensure that the Software and all copies are kept under your control and shall notify Mortgage Brain immediately on becoming aware of any premises owned or controlled by You in order to review Your unauthorised use of the Software and/or by any person. 3.2.8 You shall not copy the Documentation licence onto more than one machine, without the express permission of Mortgage Brain. 3.2.9 You shall not read data from or write data to the MortgageStream database using any other software than the MortgageStream program, or any other program supplied to you by Mortgage Brain, without the express written permission of Mortgage Brain. 3.3 You shall permit Mortgage Brain or its authorised representatives to inspect and have access to any premises and equipment where the Software is located to ensure that You you are using complying with your obligations under this Agreement. Such access may be required from time to time to ensure the same in accordance with this Contract and You will (as an additional obligation) provide all information requested by Us or Our software licensors in relation to Your use correct operation of the Software system, help in the diagnosis of any defects, and Documentation (at Your own cost)for licensing of the system. Such access may be in person, or via remote control from Mortgage Brain’s or their authorised representatives’ computers. 4.8 3.4 Any refusal on your part to grant such access as requested, may result in the temporary or permanent revocation of your licence, without recourse or refund. 3.5 You will shall indemnify Mortgage Brain, keep Mortgage Brain indemnified and keep Us indemnified hold Mortgage Brain harmless from and against any and all claims, liabilities, proceedings, costs, damages, losses, damagesor expenses incurred by Mortgage Brain caused by, or liability that We may incur due to: (i) You amending or in any way altering the Software or Documentation, or using it for a purpose not permitted by this Contract; (ii) Your breach of this clause 4 or any of the provisions of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products; or (iii) any third party claim in relation to Your unlawful or improper connected with your use of the Software or Documentation (including where such a claim arises due to a breach by You the unauthorised use of the terms Software by any third party whether through breach of this Contract)Agreement or any other negligent or wrongful act. 4.9 If You become aware 3.6 The purchase of an IPR Claim, You will: (a) promptly and fully notify Us a specific number of user licences entitles you to have the IPR Claim; (b) allow Us to conduct all negotiations and proceedings and to settle the IPR Claim if We require such; (c) take such action as We may reasonably request to avoid, dispute, compromise or defend the IPR Claim; (d) provide Us with any reasonable assistance regarding the IPR Claim as is required by Us, andsystem installed on that number of already networked PCs. (e) not make any admission 3.7 In some cases, it may be possible for Mortgage Brain to import existing client data into the system. The level of liability, agreement or compromise in relation such import will be made clear to you if requested. Mortgage Brain reserve the IPR Claim without Our prior written consent. 4.10 Upon termination of this Contract, Your right to use the Software and/or the Documentation shall cease charge for this one-off service and You shall, at Our absolute discretion, return or destroy the same (if applicable) and otherwise cease usewill quote on a case by case basis.

Software Licence. 4.1 Any Software or Documentation provided by Us in connection with the provision 3.1 Civica grants to Customer upon payment of the Services is, applicable licence Charges and will remain, Our property or that of Our licensors. All Intellectual Property Rights in subject to the Software, Documentation terms and Services are owned by, and will remain vested in, Us or Our licensors. Nothing conditions in this Contract shall operate to assign or otherwise transfer ownership of any such Intellectual Property Rights to You or any third party. 4.2 You are granted Contract, a non-exclusive, non-transferable, limited right term licence to use the Software. The Software and Documentation during shall include any Maintenance Releases and/or updates of the term Software licensed to Customer under the Support Services. 3.2 Without prejudice to the other provisions of this Contract the licence granted in clause 3.1 is subject to the following conditions: 3.2.1 The licence is personal to Customer and the Software shall only be used for its internal business purposes by the purpose of using the ServiceAuthorised Users. 4.3 You agree to be bound by 3.2.2 The Software is the confidential proprietary information of Civica or its licensor and comply with the licensing terms of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products. Where any other Software or Documentation is owned, or licensed to Us, by another third party supplier who determines any terms upon which that Software or Documentation is licensed to You, We shall, if required by that third party supplier or Us, procure the grant of a licence encompassing those terms directly from such third party supplier to You and You shall comply with the terms of such licence. 4.4 You: (a) Customer shall not make any modifications to the Software or Documentation or use the Software or Documentation in any manner not expressly authorised in this Contract; (b) shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software in whole or in part except as permitted by law or clause 6.5; (c) shall not rent, lease, lend, make available or distribute the Software or the Documentation; assign the benefit or sub-contract the burden of this Contract in whole or in part; or allow the Software or Documentation to become the subject of any charge, lien or encumbrance; and (d) shall not (and shall not permit any third party to) export the Software, Documentation or any hardware upon which the Software is embedded, out of the UK without the prior written consent of Us or Our licensors. 4.5 You shall not resell the Services or sub-licence the Software or Documentation to any third party, without Our express consent. Such consent shall be at Our sole discretion and subject to You entering into a separate contract with Us. 4.6 You shall not modify, obscure or remove any copyright or proprietary notices on the Software or Documentation and You shall reproduce such notices on any authorised copies of the Software or Documentation or part thereof You may make in the format in which they appear on the originaland shall treat such Software as confidential. 4.7 You will permit Us 3.2.3 Customer shall not sub-licence the Software licence in whole or in part. 3.2.4 If the Software fails to operate owing to Customer linking to, accessing or otherwise using the Software or Documentation licensorcausing the Software to be used in conjunction with, upon reasonable noticeany third party software, database or other application without the prior written consent of Civica then Civica shall not be liable. Customer is not allowed to enter during normal working hours any premises owned use third party software which is designed to replicate, run, or controlled by You operate in order to review Your use conjunction with the Software without Civica’s prior written consent. 3.2.5 Customer may make such copies of the Software and/or the Documentation and to ensure that You as are using the same in accordance with this Contract and You will (as an additional obligation) provide all information requested by Us or Our software licensors in relation to Your reasonably necessary for its use of the Software and shall reproduce all copyright and other notices in and on the Documentation. All such copies shall form part of the Documentation (at Your own cost)and shall be subject to the terms and conditions of this Contract. 4.8 You will indemnify and keep Us indemnified against any and all costs, losses, damages, or liability that We may incur due to: (i) You amending or in any way altering 3.3 Customer agrees that: 3.3.1 except to the Software or Documentation, or using it for a purpose not extent permitted by this Contract; (ii) Your breach of this clause 4 or any of the provisions of Our licensors as set out in clause 6law, in respect of Microsoft software and Licensed Products; or (iii) it shall not, nor permit any third party claim to, adapt, or modify the Software, or decompile, reverse engineer, disassemble, apply any technique, process or procedure or make any attempt to or derive the source code or derivative works of the Software; 3.3.2 unless permitted in relation accordance with clause 3.5, it shall not permit any third party, to Your unlawful use or improper use of possess the Software or Documentation nor use the Software on behalf of or for the benefit of any third party, including any consulting, service-bureau, time- sharing, rental or services of any other kind; and 3.3.3 it will take security measures sufficient to reasonably safeguard the Software and Documentation from use by unauthorised third persons. 3.4 The Software includes functionality permitting Customer to perform certain administration and data upload tasks (the “Administrative Functions”). Customer undertakes to keep all usernames, passwords, and other access details relating to the Administrative Functions confidential, and Customer agrees that Customer will be liable for any loss or damage arising from Customer’s failure to do so. 3.5 Customer may permit Authorised Third Parties to use the Services, including where the Software and Documentation, provided that: 3.5.1 it obtains prior written approval from Civica before such use; 3.5.2 Customer remains responsible for the acts and omissions of such Authorised Third Parties as if they were the Customer’s own acts and omissions; and 3.5.3 such use is for the Customer’s sole benefit e.g. a claim arises due third party which provides outsourced services to Customer under a breach by You written agreement. 3.6 Customer acknowledges that the Software may incorporate technical means of enforcing or monitoring the licence terms of the terms of this Contract). 4.9 If You become aware of an IPR Claim, You will: (a) promptly and fully notify Us of the IPR Claim; (b) allow Us to conduct all negotiations and proceedings and to settle the IPR Claim if We require such; (c) take such action as We Software which may reasonably request to avoid, dispute, compromise or defend the IPR Claim; (d) provide Us with any reasonable assistance regarding the IPR Claim as is required by Us, and. (e) not make any admission of liability, agreement or compromise result in relation to the IPR Claim without Our prior written consent. 4.10 Upon termination of this Contract, Your right Customer being unable to use the Software and/or the Documentation shall cease and You shall, at Our absolute discretion, return or destroy the same (if applicable) and otherwise cease usebeyond these Contract terms.

Software Licence. 4.1 Any Software or Documentation provided by Us 8.1 Subject to the terms of this agreement, for the period in connection with respect of which the provision of Customer has paid the Services is, and will remain, Our property or that of Our licensors. All Intellectual Property Rights applicable fees set out in the SoftwareProject Plan, Documentation and Services are owned by, and will remain vested in, Us or Our licensors. Nothing in this Contract shall operate the Supplier grants to assign or otherwise transfer ownership of any such Intellectual Property Rights to You or any third party. 4.2 You are granted the Customer a non-exclusive, non-transferable, limited non-sublicensable right to use the Licensed Software and Documentation during on the term of this Contract and only for Computer Hardware in accordance with the purpose of using the ServiceDocumentation. 4.3 You agree to be bound 8.2 The Customer shall permit use of the Supplier Software only by and comply those of its officers, employees or sub-contractors who have received training from the Customer in the use of the Supplier Software, such training being consisted with the licensing terms of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products. Where any other Software or Documentation is owned, or licensed to Us, Training Services provided by another third party supplier who determines any terms upon which that Software or Documentation is licensed to You, We shall, if required by that third party supplier or Us, procure the grant of a licence encompassing those terms directly from such third party supplier to You and You Supplier. 8.3 The Customer shall comply with and shall procure that the terms Permitted Users comply with any proprietary Third-Party Software licences and the Open-Source Software licences relating to the Supplier Software, and the Customer shall indemnify and hold the Supplier harmless against any loss or damage which it may suffer or incur as a result of the Customer's or any Permitted User’s breach of such licenceterms howsoever arising. 4.4 You8.4 The Customer and the Permitted Users may make such copies of the Licensed Software as are reasonably necessary for use in accordance with this agreement and for the purposes of backup and security provided that all proprietary notices contained in the Licensed Software are maintained. The Customer and the Permitted Users have no right to make, or authorise the making of, any other copies of the Licensed Software. 8.5 Except as expressly permitted in this agreement (including a Project Plan), the Customer shall not and shall procure that the Permitted Users shall not: (a) shall not make any modifications to the Software or Documentation or use the Software or Documentation in any manner not expressly authorised in this Contract; (b) shall not (and shall not permit any third party to) copy8.5.1 sub-license, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software in whole or in part except as permitted by law or clause 6.5; (c) shall not rent, lease, lend, make available assign or distribute the Software transfer in any other way this agreement or the Documentation; assign the benefit or sub-contract the burden of this Contract in whole or in part; or allow the Supplier Software or Documentation to become the subject of any charge, lien or encumbrance; and (d) shall not (and shall not permit any third party to) export the Software, Documentation or any hardware upon which the Software is embedded, out of the UK person without the prior written consent of Us the Supplier; 8.5.2 make alterations to, or Our licensorsmodifications of, the whole or any part of the Supplier Software or permit any part of it to be combined with, or become incorporated in, any other programs or (save to the extent permitted by law) to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Supplier Software; or 8.5.3 give access to the Supplier Software to users who are not Permitted Users. 4.5 You 8.6 The Customer shall not resell and shall procure that its Permitted Users shall not use the Services or sub-licence Supplier Software outside the Software or Documentation to any third party, without Our express consentscope of use permitted under this agreement. Such consent The Customer shall be at Our sole discretion and subject to You entering into a separate contract with Usliable for the acts or omissions of its Permitted Users as if they were its own acts or omissions. 4.6 You shall not modify, obscure or remove any copyright or proprietary notices on the Software or Documentation and You shall reproduce such notices on any authorised copies of the Software or Documentation or part thereof You may make in the format in which they appear on the original. 4.7 You will permit Us or the Software or Documentation licensor, upon reasonable notice, to enter during normal working hours any premises owned or controlled by You in order to review Your use of the Software and/or the Documentation and to ensure that You are using the same in accordance with this Contract and You will (as an additional obligation) provide all information requested by Us or Our software licensors in relation to Your use of the Software and Documentation (at Your own cost). 4.8 You will indemnify and keep Us indemnified against any and all costs, losses, damages, or liability that We may incur due to: (i) You amending or in any way altering the Software or Documentation, or using it for a purpose not permitted by this Contract; (ii) Your breach of this clause 4 or any of the provisions of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products; or (iii) any third party claim in relation to Your unlawful or improper use of the Software or Documentation (including where such a claim arises due to a breach by You of the terms of this Contract). 4.9 If You become aware of an IPR Claim, You will: (a) promptly and fully notify Us of the IPR Claim; (b) allow Us to conduct all negotiations and proceedings and to settle the IPR Claim if We require such; (c) take such action as We may reasonably request to avoid, dispute, compromise or defend the IPR Claim; (d) provide Us with any reasonable assistance regarding the IPR Claim as is required by Us, and. (e) not make any admission of liability, agreement or compromise in relation to the IPR Claim without Our prior written consent. 4.10 Upon termination of this Contract, Your right to use the Software and/or the Documentation shall cease and You shall, at Our absolute discretion, return or destroy the same (if applicable) and otherwise cease use.

Software Licence. 4.1 Any Software or Documentation provided by Us in connection with 3.1 MTE grants to you, subject to the provision of the Services is, terms and will remain, Our property or that of Our licensors. All Intellectual Property Rights in the Software, Documentation and Services are owned by, and will remain vested in, Us or Our licensors. Nothing conditions in this Contract shall operate to assign or otherwise transfer ownership of any such Intellectual Property Rights to You or any third party. 4.2 You are granted Agreement, a non-non- exclusive, non-transferable, limited right licence to use the Software and Documentation during Software. 3.2 Without prejudice to the term other provisions of this Contract Agreement the licence granted in clause 3.1 is subject to the following conditions: 3.2.1 You may, subject to the Copyright (Computer Program) Regulations 1992, only make so many copies of the Software as are reasonably necessary for operational security and only for lawful use. Such copies and the purpose media on which they are stored shall be the property of using MTE. You shall make full and accurate records of such copying and location of the Servicecopies and make these available to MTE on request from time to time. 4.3 You agree to be bound by and comply with the licensing terms of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products. Where any other Software or Documentation is owned, or licensed to Us, by another third party supplier who determines any terms upon which that Software or Documentation is licensed to You, We shall, if required by that third party supplier or Us, procure the grant of a licence encompassing those terms directly from such third party supplier to You and You shall comply with the terms of such licence. 4.4 You: (a) shall not make any modifications to the Software or Documentation or use the Software or Documentation in any manner not expressly authorised in this Contract; (b) shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software in whole or in part except as permitted by law or clause 6.5; (c) shall not rent, lease, lend, make available or distribute the Software or the Documentation; assign the benefit or sub-contract the burden of this Contract in whole or in part; or allow the Software or Documentation to become the subject of any charge, lien or encumbrance; and (d) shall not (and shall not permit any third party to) export the Software, Documentation or any hardware upon which the Software is embedded, out of the UK without the prior written consent of Us or Our licensors. 4.5 3.2.2 You shall not resell the Services or sub-licence the Software or Documentation to any third party, without Our express consent. Such consent shall be at Our sole discretion and subject to You entering into a separate contract with Us. 4.6 You shall not modify, obscure modify or remove any copyright or proprietary notices on the Software or Documentation and You shall reproduce such notices on any authorised copies of the Software. 3.2.3 The Software may only be used by you: 3.2.3.1 solely for processing Content, on behalf of Mortgage Applicants; 3.2.3.2 and, on a computer system running a compatible operating system. Details of such compatible operating systems are available on request from MTE. 3.2.4 You shall not permit any third party to use the Software nor use the Software on behalf of or Documentation or part thereof You may make for the benefit of any third party (except Mortgage Applicants) in the format in which they appear any way whatsoever, including but not limited to any non-registered user on the originalURD, consulting, service-bureau, time-sharing, rental or services of any other kind. 4.7 3.2.5 You will permit Us shall not link to, access or otherwise use the Software or Documentation licensorSource Database or cause them to be used in conjunction with any third party software, upon reasonable noticedatabase or other application without the prior written consent of MTE. You are not allowed to use third party software which is designed to replicate, to enter during normal working hours any premises owned run or controlled by You operate in order to review Your conjunction with the Software and/or Source Database without MTE’s written consent. The use of the Software and/or on your personal computer with a standard operating platform and your standard desktop applications is permitted. 3.2.6 Except to the Documentation extent permitted by law, you shall not decompile, reverse engineer, disassemble or otherwise derive the source code of the Software nor permit any third party to do so. 3.2.7 Save as otherwise provided, you shall not, and shall not permit any third party to, copy, make error corrections to or otherwise modify or adapt the Software nor create derivative works based upon the Software or permit any part of the Software to be combined with or become incorporated in any other computer programs. 3.2.8 You shall effect and maintain adequate security measures to safeguard the Software against access to or use by unauthorised persons and ensure that You the Software and all copies are using the same in accordance with this Contract kept under your control and You will (as an additional obligation) provide all information requested by Us or Our software licensors in relation to Your shall notify MTE immediately on becoming aware of any unauthorised use of the Software and Documentation (at Your own cost)by any person. 4.8 3.3 You will shall permit MTE or its authorised representatives to inspect and have access to any premises and equipment where the Software is located to ensure that you are complying with your obligations and/or warranties under this Agreement. 3.4 Maintenance including Software updates shall be provided in accordance with the Schedule. 3.5 You shall indemnify MTE, keep MTE indemnified and keep Us indemnified hold MTE harmless from and against any and all claims, liabilities, proceedings, costs, damages, losses, damagesor expenses incurred by MTE caused by, or liability that We may incur due to: (i) You amending or in any way altering the Software or Documentation, or using it for a purpose not permitted by this Contract; (ii) Your breach of this clause 4 or any of the provisions of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products; or (iii) any third party claim in relation to Your unlawful or improper connected with your use of the Software or Documentation (including where such a claim arises due to a breach by You the unauthorised use of the terms Software by any third party whether through breach of this Contract)Agreement or any other negligent or wrongful act. 4.9 If You become aware of an IPR Claim, You will: (a) promptly and fully notify Us of the IPR Claim; (b) allow Us to conduct all negotiations and proceedings and to settle the IPR Claim if We require such; (c) take such action as We may reasonably request to avoid, dispute, compromise or defend the IPR Claim; (d) provide Us with any reasonable assistance regarding the IPR Claim as is required by Us, and. (e) not make any admission of liability, agreement or compromise in relation to the IPR Claim without Our prior written consent. 4.10 Upon termination of this Contract, Your right to use the Software and/or the Documentation shall cease and You shall, at Our absolute discretion, return or destroy the same (if applicable) and otherwise cease use.

Software Licence. 4.1 Any Software or Documentation provided by Us in connection with the provision 3.1 Civica grants to Customer upon payment of the Services is, applicable licence Charges and will remain, Our property or that of Our licensors. All Intellectual Property Rights in subject to the Software, Documentation terms and Services are owned by, and will remain vested in, Us or Our licensors. Nothing conditions in this Contract shall operate to assign or otherwise transfer ownership of any such Intellectual Property Rights to You or any third party. 4.2 You are granted Contract, a non-exclusive, non-transferable, limited right term licence to use the Software. The Software and Documentation during shall include any Maintenance Releases and/or updates of the term Software licensed to Customer under the Support Services. 3.2 Without prejudice to the other provisions of this Contract the licence granted in clause 3.1 is subject to the following conditions: 3.2.1 The licence is personal to Customer and the Software shall only be used for its internal business purposes by the purpose of using the ServiceAuthorised Users. 4.3 You agree to be bound by 3.2.2 The Software is the confidential proprietary information of Civica or its licensor and comply with the licensing terms of Our licensors as set out in clause 6, in respect of Microsoft software and Licensed Products. Where any other Software or Documentation is owned, or licensed to Us, by another third party supplier who determines any terms upon which that Software or Documentation is licensed to You, We shall, if required by that third party supplier or Us, procure the grant of a licence encompassing those terms directly from such third party supplier to You and You shall comply with the terms of such licence. 4.4 You: (a) Customer shall not make any modifications to the Software or Documentation or use the Software or Documentation in any manner not expressly authorised in this Contract; (b) shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software in whole or in part except as permitted by law or clause 6.5; (c) shall not rent, lease, lend, make available or distribute the Software or the Documentation; assign the benefit or sub-contract the burden of this Contract in whole or in part; or allow the Software or Documentation to become the subject of any charge, lien or encumbrance; and (d) shall not (and shall not permit any third party to) export the Software, Documentation or any hardware upon which the Software is embedded, out of the UK without the prior written consent of Us or Our licensors. 4.5 You shall not resell the Services or sub-licence the Software or Documentation to any third party, without Our express consent. Such consent shall be at Our sole discretion and subject to You entering into a separate contract with Us. 4.6 You shall not modify, obscure or remove any copyright or proprietary notices on the Software or Documentation and You shall reproduce such notices on any authorised copies of the Software or Documentation or part thereof You may make in the format in which they appear on the originaland shall treat such Software as confidential. 4.7 You will permit Us 3.2.3 Customer shall not sub-licence the Software licence in whole or in part without the prior written consent of Civica. 3.2.4 If the Software fails to operate owing to Customer linking to, accessing or otherwise using the Software or Documentation licensorcausing the Software to be used in conjunction with, upon reasonable noticeany third party software, database or other application without the prior written consent of Civica then Civica shall not be liable for any issues arising. Customer is not allowed to enter during normal working hours any premises owned use third party software which is designed to replicate, run, or controlled by You operate in order to review Your use conjunction with the Software without Civica’s written consent. 3.2.5 Customer may make such copies of the Software and/or the Documentation and to ensure that You as are using the same in accordance with this Contract and You will (as an additional obligation) provide all information requested by Us or Our software licensors in relation to Your reasonably necessary for its use of the Software and shall reproduce all copyright and other notices in and on the Documentation. All such copies shall form part of the Documentation (at Your own cost)and shall be subject to the terms and conditions of this Contract. 4.8 You will indemnify and keep Us indemnified against any and all costs, losses, damages, or liability that We may incur due to: (i) You amending or in any way altering 3.3 Customer agrees that: 3.3.1 except to the Software or Documentation, or using it for a purpose not extent permitted by this Contract; (ii) Your breach of this clause 4 or any of the provisions of Our licensors as set out in clause 6law, in respect of Microsoft software and Licensed Products; or (iii) it shall not, nor permit any third party claim to, adapt, or modify the Software, or decompile, reverse engineer, disassemble, apply any technique, process or procedure or make any attempt to or derive the source code or derivative works of the Software; 3.3.2 unless permitted in relation accordance with clause 3.5, it shall not permit any third party, to Your unlawful use or improper use of possess the Software or Documentation nor use the Software on behalf of or for the benefit of any third party, including any consulting, service-bureau, time- sharing, rental or services of any other kind; and 3.3.3 it will take security measures sufficient to reasonably safeguard the Software and Documentation from use by unauthorised third persons. 3.4 The Software includes functionality permitting Customer to perform certain administration and data upload tasks (the “Administrative Functions”). Customer undertakes to keep all usernames, passwords, and other access details relating to the Administrative Functions confidential, and Customer agrees that Customer will be liable for any loss or damage arising from Customer’s failure to do so. 3.5 Customer may permit Authorised Third Parties to use the Services, including where the Software and Documentation, provided that: 3.5.1 it obtains prior written approval from Civica before such use; 3.5.2 Customer remains responsible for the acts and omissions of such Authorised Third Parties as if they were the Customer’s own acts and omissions; and 3.5.3 such use is for the Customer’s sole benefit e.g. a claim arises due third party which provides outsourced services to Customer under a breach by You written agreement. 3.6 Customer acknowledges that the Software may incorporate technical means of enforcing or monitoring the licence terms of the terms of this Contract). 4.9 If You become aware of an IPR Claim, You will: (a) promptly and fully notify Us of the IPR Claim; (b) allow Us to conduct all negotiations and proceedings and to settle the IPR Claim if We require such; (c) take such action as We Software which may reasonably request to avoid, dispute, compromise or defend the IPR Claim; (d) provide Us with any reasonable assistance regarding the IPR Claim as is required by Us, and. (e) not make any admission of liability, agreement or compromise result in relation to the IPR Claim without Our prior written consent. 4.10 Upon termination of this Contract, Your right Customer being unable to use the Software and/or the Documentation shall cease and You shall, at Our absolute discretion, return or destroy the same (if applicable) and otherwise cease usebeyond these Contract terms.

Software Licence. 4.1 Any Software or Documentation provided by Us in connection with the provision 1.1 Civica grants to Customer upon payment of the Services is, and will remain, Our property or that of Our licensors. All Intellectual Property Rights in the Software, Documentation and Services are owned by, and will remain vested in, Us or Our licensors. Nothing in this Contract shall operate to assign or otherwise transfer ownership of any such Intellectual Property Rights to You or any third party. 4.2 You are granted applicable licence Charges a non-exclusive, non-non- transferable, limited right term licence to use the Software. The Software and Documentation during shall include any Maintenance Releases and/or updates of the term of this Contract and only for Software licensed to Customer under the purpose of using the ServiceSupport Services. 4.3 You agree 1.2 Without prejudice to be bound by and comply with the licensing terms other provisions of Our licensors as set out the Contract the licence granted in clause 6, in respect of Microsoft software 1.1 is subject to the following conditions: 1.2.1 The licence is personal to Customer and Licensed Products. Where any other the Software or Documentation is owned, or licensed to Us, shall only be used for its internal business purposes by another third party supplier who determines any terms upon which that Software or Documentation is licensed to You, We shall, if required by that third party supplier or Us, procure the grant of a licence encompassing those terms directly from such third party supplier to You and You shall comply with the terms of such licenceAuthorised Users. 4.4 You: (a) 1.2.2 The Software is the confidential proprietary information of Civica or its licensor and as such Customer shall not make any modifications to the Software or Documentation or use the Software or Documentation in any manner not expressly authorised in this Contract; (b) shall not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software in whole or in part except as permitted by law or clause 6.5; (c) shall not rent, lease, lend, make available or distribute the Software or the Documentation; assign the benefit or sub-contract the burden of this Contract in whole or in part; or allow the Software or Documentation to become the subject of any charge, lien or encumbrance; and (d) shall not (and shall not permit any third party to) export the Software, Documentation or any hardware upon which the Software is embedded, out of the UK without the prior written consent of Us or Our licensors. 4.5 You shall not resell the Services or sub-licence the Software or Documentation to any third party, without Our express consent. Such consent shall be at Our sole discretion and subject to You entering into a separate contract with Us. 4.6 You shall not modify, obscure or remove any copyright or proprietary notices on the Software or Documentation and You shall reproduce such notices on any authorised copies of the Software or Documentation or part thereof You may make in the format in which they appear on the originaland shall treat such Software as confidential. 4.7 You will permit Us 1.2.3 Customer shall not sub-licence the Software licence in whole or in part without the prior written consent of Civica. 1.2.4 If the Software fails to operate owing to Customer linking to, accessing or otherwise using the Software or Documentation licensorcausing the Software to be used in conjunction with, upon reasonable noticeany third party software, database or other application without the prior written consent of Civica then Civica shall not be liable for any issues arising. Customer is not allowed to enter during normal working hours any premises owned use third party software which is designed to replicate, run, or controlled by You operate in order to review Your use conjunction with the Software without Civica’s written consent. 1.2.5 Customer may make such copies of the Software and/or the Documentation and to ensure that You as are using the same in accordance with this Contract and You will (as an additional obligation) provide all information requested by Us or Our software licensors in relation to Your reasonably necessary for its use of the Software and shall reproduce all copyright and other notices in and on the Documentation. All such copies shall form part of the Documentation (at Your own cost)and shall be subject to the terms and conditions of these Software Terms. 4.8 You will indemnify and keep Us indemnified against any and all costs, losses, damages, or liability that We may incur due to: (i) You amending or in any way altering 1.3 Customer agrees that: 1.3.1 except to the Software or Documentation, or using it for a purpose not extent permitted by this Contract; (ii) Your breach of this clause 4 or any of the provisions of Our licensors as set out in clause 6law, in respect of Microsoft software and Licensed Products; or (iii) it shall not, nor permit any third party claim to, adapt, or modify the Software, or decompile, reverse engineer, disassemble, apply any technique, process or procedure or make any attempt to or derive the source code or derivative works of the Software; 1.3.2 unless permitted in relation accordance with clause 1.5, it shall not permit any third party, to Your unlawful use or improper use of possess the Software or Documentation (nor use the Software on behalf of or for the benefit of any third party, including where such a claim arises due any consulting, service-bureau, time-sharing, rental or services of any other kind; and 1.3.3 it will take security measures sufficient to a breach reasonably safeguard the Software and Documentation from use by You of the terms of this Contract)unauthorised third persons. 4.9 If You become aware of an IPR Claim1.4 The Software includes functionality permitting Customer to perform certain administration and data upload tasks (the “Administrative Functions”). Customer undertakes to keep all usernames, You will: (a) promptly passwords, and fully notify Us of other access details relating to the IPR Claim; (b) allow Us Administrative Functions confidential, and Customer agrees that Customer will be liable for any loss or damage arising from Customer’s failure to conduct all negotiations and proceedings and to settle the IPR Claim if We require such; (c) take such action as We may reasonably request to avoid, dispute, compromise or defend the IPR Claim; (d) provide Us with any reasonable assistance regarding the IPR Claim as is required by Us, anddo so. (e) not make any admission of liability, agreement or compromise in relation to the IPR Claim without Our prior written consent. 4.10 Upon termination of this Contract, Your right 1.5 Customer may permit Authorised Third Parties to use the Software and/or and Documentation, provided that: 1.5.1 it obtains prior written approval from Civica before such use; 1.5.2 Customer remains responsible for the Documentation shall cease acts and You shall, at Our absolute discretion, return omissions of such Authorised Third Parties as if they were the Customer’s own acts and omissions; and 1.5.3 such use is for the Customer’s sole benefit e.g. a third party which provides outsourced services to Customer under a written agreement. 1.6 Customer acknowledges that the Software may incorporate technical means of enforcing or destroy monitoring the same (if applicable) and otherwise cease uselicence terms of the Software which may result in Customer being unable to use the Software beyond these Software Terms.