INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 performance of the Supplier's responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses 42.3 and...
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data.
17.2 The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract.
17.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached.
17.4 The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16.
17.5 The CONTRACTOR:
17.5.1 hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2- 16);
17.5.2 shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-16); and
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 1Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. Save as granted under this Contract, neither the CUSTOMER nor the SERVICE PROVIDER shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The SERVICE PROVIDER acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data. The SERVICE PROVIDER shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the SERVICE PROVIDER under this Contract. The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-17 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The SERVICE PROVIDER will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-17. All Contract Generated Intellectual Property Rights shall be proprietary to and owned by the SERVICE PROVIDER. The SERVICE PROVIDER hereby grants to the CUSTOMER a royalty-free, irrevocable, non-exclusive licence to use such of the SERVICE PROVIDER’s Contract Generated Intellectual Property Rights and for such term as the CUSTOMER shall require solely for the purposes of this Contract and such other purposes as it shall reasonably require that relate to the use and provision of the Ordered Software Application Solutions, together with the ability to sub-licence the same. Where the applicable open sourcing licensing terms set out in Annex B of Schedule 2-17 require that relevant Contract Generated Intellectual Property Rights shall be subject to licensing on the same terms as set out in such open source licensing terms the CUSTOMER shall take all steps necessary to comply with the licensing terms, including making available the source code of the Contract Generated Intellectual Property Rights where required by the applicable open source licensing terms. Where the applicable open source licensing terms set out in Schedule 2-17 do not require that any relevant Contract Generated Intellectual Property Rights shall be subject to licensing on the same...
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 14.1. No Party to this Agreement shall acquire any right, title or interest in or to the Intellectual Property Rights of the other Party.
14.2. The Supplier shall indemnify, and keep indemnified, the Customer in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Customer as a result of or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the Purchase or use of Vehicles, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff.
14.3. The Customer shall promptly notify the Supplier of any infringement claim made against it relating to any Vehicles and, subject to any statutory obligation requiring the Customer to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. The Customer shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 10.1 The Supplier shall indemnify and hold harmless Fujitsu, its affiliates and its customers against any and all claims, liabilities, direct, indirect or consequential losses (including loss of profits, loss of business, depletion of goodwill and similar losses whether of a direct, indirect or consequential nature), costs and expenses (including legal fees) howsoever arising which Fujitsu, its affiliates or its customers may incur or suffer as a result of a claim by a third party arising from any infringement, actual or alleged, whether or not under English law, of any Intellectual Property Rights resulting from the possession, use, licensing, sale or other exploitation of the Supplies.
10.2 Where the Supplier generates any Intellectual Property Rights in performing Services, or creating or customising Products to Fujitsu’s specification (including without limitation by the creation or customisation of a Program or marketing, technical or training material or the internal or external design of an article), all such Intellectual Property Rights shall, on their creation, vest in Fujitsu exclusively and in consideration of the Charges the Supplier hereby, by way of future assignment with full title guarantee, assigns all such rights to Fujitsu.
10.3 The Supplier shall, promptly at Fujitsu's request, do or procure to be done all such further acts and things and the execution of all such other documents as Fujitsu may from time to time require for the purpose of securing for Fujitsu the full benefit of this Agreement, including all right, title and interest in and to the Intellectual Property Rights assigned to Fujitsu in accordance with Clause 10.2.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 6.1 All right and title to the Products (and any derivative works) and anything Contributor creates belongs to Contributor or its licensors. The Documentation includes a list of third party components incorporated into the Asset. Except for the license expressly granted under this Agreement, all of Contributor’s rights are reserved and no other license is granted.
6.2 You agree that Contributor is free to use all general knowledge, skills, techniques, and ideas that Contributor acquires or develops in performing this Agreement, subject to any obligation of confidentiality under Clause 9. By providing feedback to Contributor, you agree that Contributor may use it to improve the Products or otherwise.
6.3 Subject to Clause 4 and provided you comply with Clause 6.4, Contributor shall: (i) defend you against any legal proceedings brought by a third party alleging that your use of the Asset in accordance with the Documentation and this Agreement infringes the registered intellectual property rights of that third party (an "IPR Claim"); and (ii) indemnify you for any amount Contributor agrees in settlement of the IPR Claim, or which is finally awarded by a court of competent jurisdiction against you (with no further right of appeal) as a result of the IPR Claim. This indemnity will not apply to the extent the underlying allegation arises from: (i) your negligence, your breach of this Agreement or your use of the Asset outside the scope of this Agreement; (ii) modification of the Asset (other than modifications Contributor makes), or use of a non- current version of the Asset; or (iii) your use of the Asset in combination with third party materials. This Clause 6.3 sets out Contributor’s entire obligation and liability in connection with any allegation of intellectual property infringement.
6.4 To benefit from the indemnity you must: (i) notify Contributor promptly upon becoming aware of the IPR Claim, and in any event within ten (10) days; (ii) procure that Contributor has sole conduct of the investigation, defense, and settlement of the IPR Claim; (iii) provide such assistance as Contributor reasonably requests in relation to defence of an IPR Claim (at Contributor’s cost);
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Intellectual Property Rights. The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; and
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 9.1 The Supplier grants to Inchcape an irrevocable, non- exclusive, transferable, royalty-free licence (with the right to sub- licence), to use background intellectual property rights in connection with the Goods and Services and for the use, repair, maintenance, upgrade or modification of the Goods and Services.
9.2 The Supplier agrees and acknowledges that any and all rights title and interests (including Intellectual Property Rights) in and to all Works made, created, developed, written, reduced to practice, produced or conceived by the Supplier, in whole orinpart, eithersolelyorjointlywith others, asa resultoforin connection with the provision of the Goods and Services under this Agreement (“Inchcape Property”) upon receipt of full payment of the Fees to the Supplier shall vest and remain at all times in Inchcape. The Supplier assigns to Inchcape all rights title and/or interest in and to the Inchcape Property to which the Supplieris or may be entitled to by virtue of or pursuant to any of the laws in force in any part of the world.
9.3 At the request of Inchcape, the Supplier shall give and supply all suchinformation, data, drawings and assistance as may be necessary to enable Inchcape to exploit the Inchcape Property and shall execute all documents and do all such things, which may be necessary or desirable for obtaining, registering or otherwise protecting or recording or enforcing the Inchcape Property in such parts of the world as may be specified by Inchcape and for vesting the same in Inchcape for the full term of such rights.
9.4 The Supplier acknowledges that, except as provided by law, no further fees other than that provided for in this Agreement, is or may become due to the Supplier in respect of its compliance with this Clause.
9.5 The Supplier shall indemnify and hold harmless Inchcape, its Affiliatesandtheirrespectiveofficers,directors,employeesand agents (“Inchcape Indemnitees”) against any action brought or threatened against the Inchcape Indemnitees based on a claim that the Goods or Services or any provision of the Goods or Services infringes any Intellectual Property Rights of any third party orconstitutesmisappropriationorunlawfuldisclosureor use of any third party’s trade secrets or confidential
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 12.1 QTM Global Services Limited shall indemnify and hold harmless The Purchasing Authority, its Affiliates and its Customers (collectively hereafter in this Clause, “the Purchasing Authority Indemnitees”) against any and all claims, liabilities, direct, indirect or consequential losses (including loss of profits, loss of business, depletion of goodwill and similar losses whether of a direct, indirect or consequential nature), costs and expenses (including legal fees) howsoever arising which the Purchasing Authority Indemnitees may incur or suffer as a result of a claim by a third party arising from any infringement, actual or alleged, whether or not under English law, of any Intellectual Property Rights resulting from the manufacture, possession, use, transfer, licensing, sale or other exploitation of the Services subject to the aggregate limits of liability set out in Clause 17.
12.2 If any infringement claim is made, or in QTM Global Services Limited's reasonable opinion is likely to be made, against the Purchasing Authority, QTM Global Services Limited may at its sole option and expense:
(a) procure for the Purchasing Authority the right to continue using, developing, modifying or maintaining the Deliverables (or any part thereof) in accordance with these Terms and Conditions and/or relevant Customer Schedule and/or relevant SOW; or
(b) replace the Deliverables with non-infringing Deliverables; or
(c) modify the Deliverables so that it ceases to be infringing; or
(d) repay to The Purchasing Authority all sums which The Purchasing Authority has paid to QTM Global Services Limited under the relevant Customer Schedule and/or relevant SOW, provided that if QTM Global Services Limited modifies or replaces the Deliverables, the modified or replacement Deliverables must comply with the warranties contained in Clause 4 (Warranties) and the Purchasing Authority shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of the relevant Customer Schedule and/or relevant SOW been references to the date on which such modification or replacement was made.
12.3 With the exception of any pre-existing Intellectual Property Rights (including Third Party Intellectual Property Rights) or any open source software, all Intellectual Property Rights in any material created in the performance of a Customer Schedule and/or SOW shall vest in, or is hereby transferred or assigned to, The Purchasing Authority immediately o...
