Common use of Supplier Obligations Clause in Contracts

Supplier Obligations. Supplier shall provide to EY for the benefit of EY (and where applicable other EY Network Members) the Licensed Items as described in the Purchase Order, in the manner, at the times, for the price, and otherwise as set forth in the Purchase Order. Supplier hereby grants to EY and the EY Network Members, where applicable, a, non-exclusive, irrevocable, enterprise-wide, worldwide, fully-paid, non-transferable licence, for a perpetual term to: (i) Use the Licensed Items; (ii) make and use a reasonable number of copies of the Licensed Items (including any documentation) for back-up, testing, training, disaster recovery archival, and non- production purposes; and (iii) grant a sub-licence to third parties to access, configure and use the Licenced Items in the provision of services to EY and the EY Network Members, where applicable. Save to the extent set out in the Purchase Order, the scope and cost of the Licence shall not be restricted or limited, or calculated by reference to: (i) the number of licensees; (ii) the number of users; (iii) the number or volume of transactions; (iv) the number of employees or turnover of EY or an EY Network Member; (iv) the equipment on which the Licensed Items may be used from time to time; including the number, size or specification of CPUs or (v) the location of equipment on which the Licensed Items may be used. EY and the EY Network Members shall have the right to adapt, reverse engineer, decompile, disassemble and modify the Licensed Items in whole or in part: (i) as permitted by law; (ii) to the extent that such action is legitimately required for the purposes of integrating the operation of such Licensed Items with the operation of other software, the Network or systems used by EY from time to time; or (iii) to the extent necessary for the purposes of back-up and disaster recovery. The provisions of the Licence shall apply to all new versions and upgrades to the Software. Any online “click to agree” licence shrink-wrap licence, or any other agreement presented or required by Supplier to access, use, download, install, or use the Licenced Items will not modify these terms. Authorized users shall include EY Network Members and any employee, partner, principal, director, application or computer process, software agent, contingent worker, consultant, contractor, and subcontractor. (i) to use the Licensed Items, or any variation or modification of them, in electronic or other format or media, for reports, presentations, and other materials, made available to clients and prospective clients, provided such reports cite Supplier as a resource and include applicable notice of copyrights; and (ii) display the Licensed Items, in any electronic or other format or media, including the right to incorporate the Licensed Items into an application, online tool, dashboard, portal, or database (“Application”) used by an EY Network Member for the display and retrieval of the Licensed Items. Applications may be an application developed by EY or a third party for use by EY Network Members, or an application licensed to an EY Network Member by a third party. Supplier agrees that the Licensed Items may be aggregated with or displayed beside the data and materials of other content providers within such application. For the purpose of this Purchase Order, (i) ‘License’ shall mean the licence to use the Licensed Items granted to EY or EY Network Member, as applicable; (ii) ‘Licensed Items’ shall mean the Software, documentation and any other Supplier or third party provided materials (including content) provided by Supplier in performance of its obligations under the Purchase Order; (iii) ‘Software’ shall mean the software, the Intellectual Property Rights which are owned by the Supplier or a third party licensor, licensed to EY (and the EY Network Members as applicable) pursuant to the Licence (including all modifications made pursuant to the Purchase Order), all new versions and upgrades

Supplier Obligations. 2.1 The Supplier shall ensure that it: (i) takes all reasonable precautions to safeguard and protect and prevent loss of any EY Equipment and prevents any authorized access to EY Premises or Network; (ii) has IT and logical access management procedures and systems in place to store, process, safeguard, protect and prevent the loss of EY’s data in accordance with Good Industry Practice. 2.2 Supplier shall deliver for the benefit of EY and of the EY Network Members the Goods, Services, Software and/or Works set out in the Purchase Order, together with any other incidental activities which are reasonably necessary to deliver the same. 2.3 Supplier shall provide to EY for the benefit of EY (and where applicable other of the EY Network Members) Members the Licensed Items as described in the Purchase Order, in the manner, at the times, for the price, and otherwise as set forth in the Purchase Order. Supplier hereby grants to EY and the EY Network Members, where applicable, Members a, non-exclusive, irrevocable, enterprise-wide, worldwide, fully-fully- paid, non-transferable licence, for a perpetual term to: (i) Use the Licensed Items; (ii) make and use a reasonable number of copies of the Licensed Items (including any documentationDocumentation) for back-up, testing, training, disaster recovery archival, and non- non-production purposes; and (iii) grant a sub-licence to third parties to access, configure and use the Licenced Items in the provision of services to EY and the EY Network Members, where applicable. Save to the extent set out in the Purchase Order, the scope and cost of the Licence shall not be restricted or limited, or calculated by reference to: (i) the number of licensees; (ii) the number of users; (iii) the number or volume of transactions; (iv) the number of employees or turnover of EY or an EY Network Member; (iv) the equipment on which the Licensed Items may be used from time to time; including the number, size or specification of CPUs CPUs; or (v) the location of equipment on which the Licensed Items may be used. EY and the EY Network Members shall have the right to adapt, reverse engineer, decompile, disassemble and modify Modify the Licensed Items in whole or in part: (i) as permitted by law; (ii) to the extent that such action is legitimately required for the purposes of integrating the operation of such Licensed Items with the operation of other software, the Network or systems used by EY from time to time; or (iii) to the extent necessary for the purposes of back-up and disaster recovery. The provisions of the Licence shall apply to all new versions and upgrades to the Software. Any online “click to agree” licence shrink-wrap licence, or any other agreement presented or required by Supplier to access, use, download, install, or use the Licenced Items will not modify these terms. Authorized users shall include EY Network Members and any employee, partner, principal, director, application or computer process, software agent, contingent worker, consultant, contractor, and subcontractor. (i) to use the Licensed Items, or any variation or modification of them, in electronic or other format or media, for reports, presentations, and other materials, made available to clients and prospective clients, provided such reports cite Supplier as a resource and include applicable notice of copyrights; and (ii) display the Licensed Items, in any electronic or other format or media, including the right to incorporate the Licensed Items into an application, online tool, dashboard, portal, or database (“Application”) used by an EY Network Member for the display and retrieval of the Licensed Items. Applications may be an application developed by EY or a third party for use by EY Network Members, or an application licensed to an EY Network Member by a third party. Supplier agrees that the Licensed Items may be aggregated with or displayed beside the data and materials of other content providers within such application. For the purpose of this Purchase Order, (i) ‘License’ shall mean the licence to use the Licensed Items granted to EY or EY Network Member, as applicable; (ii) ‘Licensed Items’ shall mean the Software, documentation and any other Supplier or third party provided materials (including content) provided by Supplier in performance of its obligations under the Purchase Order; (iii) ‘Software’ shall mean the software, the Intellectual Property Rights which are owned by the Supplier or a third party licensor, licensed to EY (and the EY Network Members as applicable) pursuant to the Licence (including all modifications made pursuant to the Purchase Order), all new versions and upgradesor

Supplier Obligations. 2.1 The Supplier shall ensure that it: (i) takes all reasonable precautions to safeguard and protect and prevent loss of any EY Equipment and prevents any authorized access to EY Premises or Network; (ii) has IT and logical access management procedures and systems in place to store, process, safeguard, protect and prevent the loss of EY’s data in accordance with Good Industry Practice. 2.2 Supplier shall deliver for the benefit of EY and of the EY Network Members the Goods, Services, Software and/or Works set out in the Purchase Order, together with any other incidental activities which are reasonably necessary to deliver the same. 2.3 Supplier shall provide to EY for the benefit of EY (and where applicable other of the EY Network Members) Members the Licensed Items as described in the Purchase Order, in the manner, at the times, for the price, and otherwise as set forth in the Purchase Order. Supplier hereby grants to EY and the EY Network Members, where applicable, Members a, non-exclusivenon‐exclusive, irrevocable, enterprise-wideenterprise‐wide, worldwide, fully-fully‐ paid, non-transferable non‐transferable licence, for a perpetual term to: (i) Use the Licensed Items; (ii) make and use a reasonable number of copies of the Licensed Items (including any documentationDocumentation) for back-upback‐up, testing, training, disaster recovery archival, and non- production non‐production purposes; and (iii) grant a sub-licence sub‐licence to third parties to access, configure and use the Licenced Items in the provision of services to EY and the EY Network Members, where applicable. Save to the extent set out in the Purchase Order, the scope and cost of the Licence shall not be restricted or limited, or calculated by reference to: (i) the number of licensees; (ii) the number of users; (iii) the number or volume of transactions; (iv) the number of employees or turnover of EY or an EY Network Member; (iv) the equipment on which the Licensed Items may be used from time to time; including the number, size or specification of CPUs CPUs; or (v) the location of equipment on which the Licensed Items may be used. EY and the EY Network Members shall have the right to adapt, reverse engineer, decompile, disassemble and modify Modify the Licensed Items in whole or in part: (i) as permitted by law; (ii) to the extent that such action is legitimately required for the purposes of integrating the operation of such Licensed Items with the operation of other software, the Network or systems used by EY from time to time; or (iii) to the extent necessary for the purposes of back-up and disaster recovery. The provisions of the Licence shall apply to all new versions and upgrades to the Software. Any online “click to agree” licence shrink-wrap licence, or any other agreement presented or required by Supplier to access, use, download, install, or use the Licenced Items will not modify these terms. Authorized users shall include EY Network Members and any employee, partner, principal, director, application or computer process, software agent, contingent worker, consultant, contractor, and subcontractor. (i) to use the Licensed Items, or any variation or modification of them, in electronic or other format or media, for reports, presentations, and other materials, made available to clients and prospective clients, provided such reports cite Supplier as a resource and include applicable notice of copyrights; and (ii) display the Licensed Items, in any electronic or other format or media, including the right to incorporate the Licensed Items into an application, online tool, dashboard, portal, or database (“Application”) used by an EY Network Member for the display and retrieval of the Licensed Items. Applications may be an application developed by EY or a third party for use by EY Network Members, or an application licensed to an EY Network Member by a third party. Supplier agrees that the Licensed Items may be aggregated with or displayed beside the data and materials of other content providers within such application. For the purpose of this Purchase Order, (i) ‘License’ shall mean the licence to use the Licensed Items granted to EY or EY Network Member, as applicable; (ii) ‘Licensed Items’ shall mean the Software, documentation and any other Supplier or third party provided materials (including content) provided by Supplier in performance of its obligations under the Purchase Order; (iii) ‘Software’ shall mean the software, the Intellectual Property Rights which are owned by the Supplier or a third party licensor, licensed to EY (and the EY Network Members as applicable) pursuant to the Licence (including all modifications made pursuant to the Purchase Order), all new versions and upgradesor

Supplier Obligations. Where the Purchase Order includes the supply of Software license, Supplier shall provide to EY EYRL for the benefit of EY EYRL (and where applicable other EY Network Members) the Licensed Items as described in the Purchase Order, in the manner, at the times, for the price, and otherwise as set forth in the Purchase Order. Supplier hereby grants to EY EYRL and the EY Network Members, where applicable, a, non-non- exclusive, irrevocable, enterprise-wide, worldwide, fully-paid, non-transferable licence, for a perpetual term to: : (i) Use the Licensed Items; (ii) make and use a reasonable number of copies of the Licensed Items (including any documentation) for back-up, testing, training, disaster recovery archival, and non- non-production purposes; and and (iii) grant a sub-licence to third parties to access, configure and use the Licenced Items in the provision of services to EY EYRL and the EY Network Members, where applicable. Save to the extent set out in the Purchase Order, the scope and cost of the Licence shall not be restricted or limited, or calculated by reference to: (i) the number of licensees; (ii) the number of users; (iii) the number or volume of transactions; (iv) the number of employees or turnover of EY EYRL or an EY Network Member; (iv) the equipment on which the Licensed Items may be used from time to time; including the number, size or specification of CPUs or (v) the location of equipment on which the Licensed Items may be used. EY EYRL and the EY Network Members shall have the right to adapt, reverse engineer, decompile, disassemble and modify the Licensed Items in whole or in part: (i) as permitted by law; (ii) to the extent that such action is legitimately required for the purposes of integrating the operation of such Licensed Items with the operation of other software, the Network or systems used by EY EYRL from time to time; or (iii) to the extent necessary for the purposes of back-up and disaster recovery. The provisions of the Licence shall apply to all new versions and upgrades to the Software. Any online “click to agree” licence shrink-shrink- wrap licence, or any other agreement presented or required by Supplier to access, use, download, install, or use the Licenced Items will not modify these terms. Authorized users shall include EY Network Members and any employee, partner, principal, director, application or computer process, software agent, contingent worker, consultant, contractor, and subcontractor. (i) to use the Licensed Items, or any variation or modification of them, in electronic or other format or media, for reports, presentations, and other materials, made available to clients and prospective clients, provided such reports cite Supplier as a resource and include applicable notice of copyrights; and (ii) display the Licensed Items, in any electronic or other format or media, including the right to incorporate the Licensed Items into an application, online tool, dashboard, portal, or database (“Application”) used by an EY Network Member for the display and retrieval of the Licensed Items. Applications may be an application developed by EY EYRL or a third party for use by EY Network Members, or an application licensed to an EY Network Member by a third party. Supplier agrees that the Licensed Items may be aggregated with or displayed beside the data and materials of other content providers within such application. For the purpose of this Purchase Order, (i) ‘License’ shall mean the licence to use the Licensed Items granted to EY EYRL or EY Network Member, as applicable; (ii) ‘Licensed Items’ shall mean the Software, documentation and any other Supplier or third party provided materials (including content) provided by Supplier in performance of its obligations under the Purchase Order; (iii) ‘Software’ shall mean the software, the Intellectual Property Rights which are owned by the Supplier or a third party licensor, licensed to EY EYRL (and the EY Network Members as applicable) pursuant to the Licence (including all modifications made pursuant to the Purchase Order), all new versions and upgrades.