Common use of INTELLECTUAL PROPERTY & OPEN SOURCE SOFTWARE Clause in Contracts

INTELLECTUAL PROPERTY & OPEN SOURCE SOFTWARE. 10.1. The Supplier shall acquire no rights or interests in any Intellectual Property Rights of Experian by virtue of this Agreement. 10.2. The Supplier shall make no use whatsoever of any Intellectual Property Rights of Experian unless authorised in advance in writing to do so by Experian. If and to the extent that Experian so authorises the Supplier, the Supplier warrants, represents and undertakes that it shall: 10.2.1. only use such Intellectual Property Rights as Experian authorises, for the specified purposes that Experian authorises and no other purposes whatsoever; and 10.2.2. comply with the directions from time to time issued by Experian about the use of Experian’s Intellectual Property Rights. 10.3. To the extent it does not vest in Experian by operation of law or under this Agreement, the Supplier shall assign to Experian all rights, title and interest with full title guarantee, free from any adverse rights or claims, in all present and future Intellectual Property Rights and all other rights in the products of the Services (including the Deliverables) produced by the Supplier in performance of the Services, which assignment shall include but shall not be limited to all rights of action for damages for Intellectual Property Rights infringement, all rights in any modifications or enhancements to existing software, whether owned by Experian, the Supplier or a third party, and if necessary it shall procure the assignment to Experian by the author or creator of such Intellectual Property Rights produced during the performance of the Services. 10.4. The Supplier shall: 10.4.1. immediately upon creation of any Intellectual Property Right in performance of the Services, disclose and deliver to Experian all information and data in its possession, power or control necessary for a full understanding, application and, where applicable, registration of the Intellectual Property Right; and 10.4.2. promptly, and at Experian’s request, do all such further acts and execute all such documents as Experian may from time to time require for the purpose of securing for Experian the full benefit of this Agreement, including all right, title and interest in and to the Intellectual Property Rights and all other rights assigned to Experian in accordance with this Agreement, in any or all countries and free from any adverse rights or claims. 10.5. The Supplier shall irrevocably and unconditionally waive any and all moral rights to any Intellectual Property Rights produced by the Supplier pursuant to performance of the Services under the Copyright Act 1968 (Cth) or any rights or a similar nature under any law in any other jurisdiction. 10.6. For the avoidance of doubt, the know-how, techniques or principles used which are the property of the Supplier at the start of the Services shall remain the property of the Supplier. 10.7. The Supplier shall indemnify and keep Experian indemnified against any and all losses, costs, damages, liabilities, claims, demands and expenses suffered or incurred by Experian (including legal expenses reasonably and properly incurred) arising out of any claim brought against Experian by any third party alleging that its Intellectual Property Rights are infringed by the use by Experian of the Services and/or the Deliverables provided that Experian: 10.7.1. informs the Supplier of such claim; 10.7.2. does not make any admissions that prejudice, or might prejudice the defence of such claim; 10.7.3. allows the Supplier complete control over the defence of, and over all negotiations relating to, such claim; and 10.7.4. provides the Supplier with all reasonable assistance as requested by the Supplier. 10.8. The Supplier shall 10.8.1. not, without the specific, prior, written consent of Experian include any Open Source Software in any Deliverables which it is aware (or ought reasonably to be aware) will or may be incorporated within Experian’s products/services or provided by Experian to third parties if the terms on which the Open Source Software is made available would require Experian to disclose code in which it owns the Intellectual Property Rights to any third party.; 10.8.2. notify Experian at Experian’s request from time to time of any Open Source Software which has been included within any other Deliverables.

INTELLECTUAL PROPERTY & OPEN SOURCE SOFTWARE. 10.1. The Supplier shall acquire no rights or interests in any Intellectual Property Rights of Experian by virtue of this Agreement. 10.2. The Supplier shall make no use whatsoever of any Intellectual Property Rights of Experian unless authorised in advance in writing to do so by Experian. If and to the extent that Experian so authorises the Supplier, the Supplier warrants, represents and undertakes that it shall: 10.2.1. : only use such Intellectual Property Rights as Experian authorises, for the specified purposes that Experian authorises and no other purposes whatsoever; and 10.2.2. and comply with the directions from time to time issued by Experian about the use of Experian’s Intellectual Property Rights. 10.3. To the extent it does not vest in Experian by operation of law or under this Agreement, the Supplier shall assign to Experian all rights, title and interest with full title guarantee, free from any adverse rights or claims, in all present and future Intellectual Property Rights and all other rights in the products of the Services (including the Deliverables) produced by the Supplier in performance of the Services, which assignment shall include but shall not be limited to all rights of action for damages for Intellectual Property Rights infringement, all rights in any modifications or enhancements to existing software, whether owned by Experian, the Supplier or a third party, and if necessary it shall procure the assignment to Experian by the author or creator of such Intellectual Property Rights produced during the performance of the Services. 10.4. The Supplier shall: 10.4.1. : immediately upon creation of any Intellectual Property Right in performance of the Services, disclose and deliver to Experian all information and data in its possession, power or control necessary for a full understanding, application and, where applicable, registration of the Intellectual Property Right; and 10.4.2. and promptly, and at Experian’s request, do all such further acts and execute all such documents as Experian may from time to time require for the purpose of securing for Experian the full benefit of this Agreement, including all right, title and interest in and to the Intellectual Property Rights and all other rights assigned to Experian in accordance with this Agreement, in any or all countries and free from any adverse rights or claims. 10.5. shall deliver to Experian the source code of the software created when it has been written (without retaining any copy in any medium) The Supplier shall irrevocably and unconditionally waive any and all moral rights to any Intellectual Property Rights produced by the Supplier pursuant to performance of the Services under the Copyright Act 1968 Act, 1957, the Patents Act, 1970 (Cth) as suitably amended). The Supplier shall claim no Intellectual Property Rights in such material nor write any time or logic bombs or other devices into any rights or a similar nature under any law in any other jurisdiction. 10.6material. For the avoidance of doubt, the know-how, techniques or principles used which are the property of the Supplier at the start of the Services shall remain the property of the Supplier. 10.7. The Supplier shall indemnify and keep Experian indemnified against any and all losses, costs, damages, liabilities, claims, demands and expenses suffered or incurred by Experian (including legal expenses reasonably and properly incurred) arising out of any claim brought against Experian by any third party alleging that its Intellectual Property Rights are infringed by the use by Experian of the Services and/or the Deliverables provided that Experian: 10.7.1. : informs the Supplier of such claim; 10.7.2. does not make any admissions that prejudice, or might prejudice the defence of such claim; 10.7.3. allows the Supplier complete control over the defence of, ; and over all negotiations relating to, such claim; and 10.7.4. provides the Supplier with all reasonable assistance as requested by the Supplier. 10.8. The Supplier shall 10.8.1. shall not, without the specific, prior, written consent of Experian include any Open Source Software in any Deliverables which it is aware (or ought reasonably to be aware) will or may be incorporated within Experian’s products/services or provided by Experian to third parties if the terms on which the Open Source Software is made available would require Experian to disclose code in which it owns the Intellectual Property Rights to any third party.; 10.8.2. ; notify Experian at Experian’s request from time to time of any Open Source Software which has been included within any other Deliverables. The Supplier (or where relevant the Supplier shall procure that its licensor at Experian’s request and expense shall enter into a source code deposit agreement with the NCC and Experian (or such other escrow agent as approved from Experian from time to time). Each party undertakes to the other that it will at all times pursuant to this Agreement comply with all applicable legislation, regulations, and other rules having equivalent force (including but not limited to the ITA) and any subordinate or associated regulations. In relation to the ITA the parties shall in addition to the general obligations under Clause 11.1 and without prejudice to any other provisions of this Agreement: only process such Personal Data in accordance with the terms of its registration under the ITA; and comply with the rights of the individuals to whom the provision of the Services relates as set out in the ITA. The Supplier warrants that it has in place and undertakes to maintain throughout the duration of this Agreement appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of or damage to or disclosure of Personal Data. The Supplier shall not process, transfer or store any Personal Data of Experian other than as reasonably necessary for the provision of the Services or otherwise in accordance with the instructions of Experian, and shall not without the prior written consent of Experian export or process any Personal Data of Experian outside India. Information security is a strategically important issue to Experian. The Supplier acknowledges that if it will handle or have access to, or is likely to handle or have access to, any data or other information of Experian (“Experian Information”) it may be required to complete an Experian information security questionnaire (“Security Questionnaire”) as part of Experian’s supplier selection and management process. If at any time the Supplier is handling or has access to Experian Information and has not completed a Security Questionnaire as required, Experian shall be entitled to terminate this Agreement by notice in writing to the Supplier provided that if this is because of any act or omission of Experian, Experian shall give the Supplier a reasonable opportunity to complete a Security Questionnaire before exercising this right; The Supplier warrants to Experian that whilst this Agreement remains in force (and without prejudice to the provisions of Clauses 8 and 11.4) it will have and keep in place any information security measure which the Supplier has indicated to Experian (either in its response to the Security Questionnaire, or otherwise in writing) that it has or will have in place; The Supplier acknowledges that in deciding whether to place business under any agreement with a supplier, and/or whether to renew or extend any such agreement, Experian will have regard to the principles and requirements of its “Supplier Security Requirements” document (“the Security Requirements”) a copy of which will either have been provided to the Supplier, or which can be made available on request. The Supplier will act reasonably in assisting Experian in measuring its performance against, and achieving compliance with, the Security Requirements. Each party shall permit the other (on reasonable notice and during normal working hours) to audit the first party’s compliance with its obligations under this Agreement which shall include the ability for Experian to verify: (1) integrity of Supplier systems that process, store, support and transmit Experian Confidential Information; (2) internal controls (3) examine the financial controls, processes and procedures utilized by Supplier; and / or (4) examine and verify Supplier ’s performance of its obligations to enable Experian to meet its obligations under applicable law or to comply with its regulator, contractual or other requirements. The party carrying out the audit shall: observe the other party’s procedures relating to the protection of confidential information about any clients or customers of the other party; take all reasonable steps to minimise disruption to the other party’s business during such audit. The supplier will comply with the Third-Party Security Requirements, a copy of which will either have been provided to the Supplier or is annexed to this Agreement, if applicable. It is the Supplier’s obligation to know if its applicable and to ensure it has obtained and understand the Third-Party Security Requirement if applicable.

INTELLECTUAL PROPERTY & OPEN SOURCE SOFTWARE. 10.1. The Supplier shall acquire no rights or interests in any Intellectual Property Rights of Experian by virtue of this Agreement. 10.2. The Supplier shall make no use whatsoever of any Intellectual Property Rights of Experian unless authorised in advance in writing to do so by Experian. If and to the extent that Experian so authorises the Supplier, the Supplier warrants, represents and undertakes that it shall: 10.2.1. only use such Intellectual Property Rights as Experian authorises, for the specified purposes that Experian authorises and no other purposes whatsoever; and 10.2.2. comply with the directions from time to time issued by Experian about the use of Experian’s Intellectual Property Rights. 10.3. To the extent it does not vest in Experian by operation of law or under this Agreement, the Supplier shall assign to Experian all rights, title and interest with full title guarantee, free from any adverse rights or claims, in all present and future Intellectual Property Rights and all other rights in the products of the Services (including the Deliverables) produced by the Supplier in performance of the Services, which assignment shall include but shall not be limited to all rights of action for damages for Intellectual Property Rights infringement, all rights in any modifications or enhancements to existing software, whether owned by Experian, the Supplier or a third party, and if necessary it shall procure the assignment to Experian by the author or creator of such Intellectual Property Rights produced during the performance of the Services. 10.4. The Supplier shall: 10.4.1. immediately upon creation of any Intellectual Property Right in performance of the Services, disclose and deliver to Experian all information and data in its possession, power or control necessary for a full understanding, application and, where applicable, registration of the Intellectual Property Right; and 10.4.2. promptly, and at Experian’s request, do all such further acts and execute all such documents as Experian may from time to time require for the purpose of securing for Experian the full benefit of this Agreement, including all right, title and interest in and to the Intellectual Property Rights and all other rights assigned to Experian in accordance with this Agreement, in any or all countries and free from any adverse rights or claims. 10.4.3. shall deliver to Experian the source code of the software created when it has been written (without retaining any copy in any medium) 10.5. The Supplier shall irrevocably and unconditionally waive any and all moral rights to any Intellectual Property Rights produced by the Supplier pursuant to performance of the Services under the Copyright Act 1968 ▇▇▇, ▇▇▇▇, the Patents Act, 1970 (Cth) as suitably amended). The Supplier shall claim no Intellectual Property Rights in such material nor write any time or logic bombs or other devices into any rights or a similar nature under any law in any other jurisdictionmaterial. 10.6. For the avoidance of doubt, the know-how, techniques or principles used which are the property of the Supplier at the start of the Services shall remain the property of the Supplier. 10.7. The Supplier shall indemnify and keep Experian indemnified against any and all losses, costs, damages, liabilities, claims, demands and expenses suffered or incurred by Experian (including legal expenses reasonably and properly incurred) arising out of any claim brought against Experian by any third party alleging that its Intellectual Property Rights are infringed by the use by Experian of the Services and/or the Deliverables provided that Experian: 10.7.1. informs the Supplier of such claim; 10.7.2. does not make any admissions that prejudice, or might prejudice the defence of such claim; 10.7.3. allows the Supplier complete control over the defence of, and over all negotiations relating to, such claim; and 10.7.410.7.2. provides the Supplier with all reasonable assistance as requested by the Supplier. 10.8. The Supplier shall 10.8.1. not, without the specific, prior, written consent of Experian include any Open Source Software in any Deliverables which it is aware (or ought reasonably to be aware) will or may be incorporated within Experian’s products/services or provided by Experian to third parties if the terms on which the Open Source Software is made available would require Experian to disclose code in which it owns the Intellectual Property Rights to any third party.; 10.8.2. notify Experian at Experian’s request from time to time of any Open Source Software which has been included within any other Deliverables. 10.9. The Supplier (or where relevant the Supplier shall procure that its licensor at Experian’s request and expense shall enter into a source code deposit agreement with the NCC and Experian (or such other escrow agent as approved from Experian from time to time).

INTELLECTUAL PROPERTY & OPEN SOURCE SOFTWARE. 10.1. The Supplier shall acquire no rights or interests in any Intellectual Property Rights of Experian by virtue of this Agreement. 10.2. The Supplier shall make no use whatsoever of any Intellectual Property Rights of Experian unless authorised in advance in writing to do so by Experian. If and to the extent that Experian so authorises the Supplier, the Supplier warrants, represents and undertakes that it shall: 10.2.1. only use such Intellectual Property Rights as Experian authorises, for the specified purposes that Experian authorises and no other purposes whatsoever; and 10.2.2. comply with the directions from time to time issued by Experian about the use of Experian’s Intellectual Property Rights. 10.3. To the extent it does not vest in Experian by operation of law or under this Agreement, the Supplier shall assign to Experian all rights, title and interest with full title guarantee, free from any adverse rights or claims, in all present and future Intellectual Property Rights and all other rights in the products of the Services (including the Deliverables) produced by the Supplier in performance of the Services, which assignment shall include but shall not be limited to all rights of action for damages for Intellectual Property Rights infringement, all rights in any modifications or enhancements to existing software, whether owned by Experian, the Supplier or a third party, and if necessary it shall procure the assignment to Experian by the author or creator of such Intellectual Property Rights produced during the performance of the Services. 10.4. The Supplier shall: 10.4.1. immediately upon creation of any Intellectual Property Right in performance of the Services, disclose and deliver to Experian all information and data in its possession, power or control necessary for a full understanding, application and, where applicable, registration of the Intellectual Property Right; and 10.4.2. promptly, and at Experian’s request, do all such further acts and execute all such documents as Experian may from time to time require for the purpose of securing for Experian the full benefit of this Agreement, including all right, title and interest in and to the Intellectual Property Rights and all other rights assigned to Experian in accordance with this Agreement, in any or all countries and free from any adverse rights or claims. 10.5. The Supplier shall irrevocably and unconditionally waive any and all moral rights to any Intellectual Property Rights produced by the Supplier pursuant to performance of the Services under the Copyright Act 1968 ▇▇▇ ▇▇▇▇ (Cth) or any rights or a similar nature under any law in any other jurisdiction. 10.6. For the avoidance of doubt, the know-how, techniques or principles used which are the property of the Supplier at the start of the Services shall remain the property of the Supplier. 10.7. The Supplier shall indemnify and keep Experian indemnified against any and all losses, costs, damages, liabilities, claims, demands and expenses suffered or incurred by Experian (including legal expenses reasonably and properly incurred) arising out of any claim brought against Experian by any third party alleging that its Intellectual Property Rights are infringed by the use by Experian of the Services and/or the Deliverables provided that Experian: 10.7.1. informs the Supplier of such claim; 10.7.2. does not make any admissions that prejudice, or might prejudice the defence of such claim; 10.7.3. allows the Supplier complete control over the defence of, and over all negotiations relating to, such claim; and 10.7.4. provides the Supplier with all reasonable assistance as requested by the Supplier. 10.8. The Supplier shall 10.8.1. not, without the specific, prior, written consent of Experian include any Open Source Software in any Deliverables which it is aware (or ought reasonably to be aware) will or may be incorporated within Experian’s products/services or provided by Experian to third parties if the terms on which the Open Source Software is made available would require Experian to disclose code in which it owns the Intellectual Property Rights to any third party.; 10.8.2. notify Experian at Experian’s request from time to time of any Open Source Software which has been included within any other Deliverables.