Common use of INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 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. 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. 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. 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. The CONTRACTOR: 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); 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 hereby grants to the CUSTOMER a non-exclusive licence to copy the descriptions of the Ordered IT Products, including technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the CUSTOMER under this Clause 17.5. Where any Third Party Software is being licensed to the CUSTOMER: the CONTRACTOR shall use its reasonable endeavours to ensure that such Third Party Software is sub-licensed to the CUSTOMER by the CONTRACTOR rather than being licensed to the CUSTOMER directly by the Third Party Software owner; and the CUSTOMER shall not, by virtue of the Third Party Software owner’s standard licence terms (or otherwise) be required to pay charges directly to the Third Party Software owner or any other third party. Where Third Party Software licence terms require payment by the CUSTOMER to the Third Party Software owner or any other third party, the CONTRACTOR shall indemnify (and keep indemnified) the CUSTOMER for all such charges and any associated taxes payable. Where the CONTRACTOR grants or procures a licence to use Intellectual Property Rights under or in accordance with this Contract, the CONTRACTOR shall: ensure that such licence is (a) assignable to all permitted assignees under this Contract; (b) sub-licensable to all users envisaged by this Contract (including replacement contractors on the expiry or termination (howsoever arising) of this Contract); (c) fully transferable (as between CUSTOMER equipment and CUSTOMER users, as the case may be); and (d) subject to Clause 17.7.2, without additional charge to the CUSTOMER; where charges are payable (“Additional Charges”) for assignment, sub-licensing or transfer of such licence, only be permitted to pass on the Additional Charges to the CUSTOMER where the CONTRACTOR has provided written notification of such Additional Charges to the CUSTOMER prior to such licence being entered into and the CUSTOMER has consented in writing to pay such Additional Charges; where the CUSTOMER is obliged to pay the Additional Charges and the CUSTOMER did not provide its consent to them in accordance with Clause 17.7.2, indemnify (and keep indemnified) the CUSTOMER for all such charges and associated taxes payable. If the CONTRACTOR cannot obtain for the CUSTOMER the rights set out in Clause 17.7.1, the CONTRACTOR shall, prior to such licence being entered into, consult with the CUSTOMER on whether the rights that can be obtained are nevertheless acceptable to the CUSTOMER or whether the CONTRACTOR should seek to use an alternative provider. To the extent that the CONTRACTOR creates any materials (in whatever form or media), outside the scope of the open source licensing terms, including training, marketing, promotional or publicity materials, relating to the provision of the Ordered IT Products (“Materials”) it shall provide copies of all Materials to the CUSTOMER promptly and the CONTRACTOR hereby grants to the CUSTOMER a royalty free, irrevocable, non-exclusive licence for such term as the CUSTOMER shall require to use all and any Intellectual Property Rights in the Materials as it shall reasonably require with the ability to sub-licence the same. The CONTRACTOR shall ensure and procure that the availability, provision and use of the Catalogue and Ordered IT Products and the performance of the CONTRACTOR’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. The CONTRACTOR shall indemnify the CUSTOMER against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Catalogue and/or Ordered IT Products (or any parts thereof); and performance of the CONTRACTOR’s responsibilities and obligations hereunder. The CONTRACTOR shall promptly notify the CUSTOMER if any claim or demand is made or action brought against the CONTRACTOR for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Catalogue and/or Ordered IT Products (or any parts thereof) and/or the performance of the CONTRACTOR’s responsibilities and obligations hereunder. The CUSTOMER shall promptly notify the CONTRACTOR if any claim or demand is made or action brought against the CUSTOMER to which Clause 17.11 may apply. The CONTRACTOR shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and the CUSTOMER hereby agrees to grant to the CONTRACTOR exclusive control of any such litigation and such negotiations. The CUSTOMER shall at the request of the CONTRACTOR afford to the CONTRACTOR all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CUSTOMER to which Clause 17.11 may apply or any claim or demand made or action brought against the CONTRACTOR to which Clause 17.12 may apply. The CONTRACTOR shall reimburse the CUSTOMER for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. Except where required by Law, the CUSTOMER shall not make any admissions that may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to which Clause 17.11 may apply or any claim or demand made or action brought against the CONTRACTOR to which Clause 17.12 may apply. If a claim or demand is made or action brought to which Clause 17.11, 17.12 and/or 17.13 may apply, or in the reasonable opinion of the CONTRACTOR is likely to be made or brought, the CONTRACTOR may at its own expense and within a reasonable time either: modify any or all of the affected Catalogue and/or Ordered IT Products without reducing the performance and functionality of the same, or substitute alternative goods or goods and services of equivalent performance and functionality for any or all of the affected Catalogue and/or Ordered IT Products, so as to avoid the infringement or the alleged infringement, provided that:

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 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. 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. 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. 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. The CONTRACTOR: 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); 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 hereby grants to the CUSTOMER a non-exclusive licence to copy the descriptions of the Ordered IT Products, including technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the CUSTOMER under this Clause 17.5Error: Reference source not found. Where any Third Party Software is being licensed to the CUSTOMER: the CONTRACTOR shall use its reasonable endeavours to ensure that such Third Party Software is sub-licensed to the CUSTOMER by the CONTRACTOR rather than being licensed to the CUSTOMER directly by the Third Party Software owner; and the CUSTOMER shall not, by virtue of the Third Party Software owner’s standard licence terms (or otherwise) be required to pay charges directly to the Third Party Software owner or any other third party. Where Third Party Software licence terms require payment by the CUSTOMER to the Third Party Software owner or any other third party, the CONTRACTOR shall indemnify (and keep indemnified) the CUSTOMER for all such charges and any associated taxes payable. Where the CONTRACTOR grants or procures a licence to use Intellectual Property Rights under or in accordance with this Contract, the CONTRACTOR shall: ensure that such licence is (a) assignable to all permitted assignees under this Contract; (b) sub-licensable to all users envisaged by this Contract (including replacement contractors on the expiry or termination (howsoever arising) of this Contract); (c) fully transferable (as between CUSTOMER equipment and CUSTOMER users, as the case may be); and (d) subject to Clause 17.7.23.45.2, without additional charge to the CUSTOMER; where charges are payable (“Additional Charges”) for assignment, sub-licensing or transfer of such licence, only be permitted to pass on the Additional Charges to the CUSTOMER where the CONTRACTOR has provided written notification of such Additional Charges to the CUSTOMER prior to such licence being entered into and the CUSTOMER has consented in writing to pay such Additional Charges; where the CUSTOMER is obliged to pay the Additional Charges and the CUSTOMER did not provide its consent to them in accordance with Clause 17.7.23.45.2, indemnify (and keep indemnified) the CUSTOMER for all such charges and associated taxes payable. If the CONTRACTOR cannot obtain for the CUSTOMER the rights set out in Clause 17.7.13.45.1, the CONTRACTOR shall, prior to such licence being entered into, consult with the CUSTOMER on whether the rights that can be obtained are nevertheless acceptable to the CUSTOMER or whether the CONTRACTOR should seek to use an alternative provider. To the extent that the CONTRACTOR creates any materials (in whatever form or media), outside the scope of the open source licensing terms, including training, marketing, promotional or publicity materials, relating to the provision of the Ordered IT Products (“Materials”) it shall provide copies of all Materials to the CUSTOMER promptly and the CONTRACTOR hereby grants to the CUSTOMER a royalty free, irrevocable, non-exclusive licence for such term as the CUSTOMER shall require to use all and any Intellectual Property Rights in the Materials as it shall reasonably require with the ability to sub-licence the same. The CONTRACTOR shall ensure and procure that the availability, provision and use of the Catalogue and Ordered IT Products and the performance of the CONTRACTOR’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. The CONTRACTOR shall indemnify the CUSTOMER against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Catalogue and/or Ordered IT Products (or any parts thereof); and performance of the CONTRACTOR’s responsibilities and obligations hereunder. The CONTRACTOR shall promptly notify the CUSTOMER if any claim or demand is made or action brought against the CONTRACTOR for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Catalogue and/or Ordered IT Products (or any parts thereof) and/or the performance of the CONTRACTOR’s responsibilities and obligations hereunder. The CUSTOMER shall promptly notify the CONTRACTOR if any claim or demand is made or action brought against the CUSTOMER to which Clause 17.11 3.49 may apply. The CONTRACTOR shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and the CUSTOMER hereby agrees to grant to the CONTRACTOR exclusive control of any such litigation and such negotiations. The CUSTOMER shall at the request of the CONTRACTOR afford to the CONTRACTOR all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CUSTOMER to which Clause 17.11 3.49 may apply or any claim or demand made or action brought against the CONTRACTOR to which Clause 17.12 3.50 may apply. The CONTRACTOR shall reimburse the CUSTOMER for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. Except where required by Law, the CUSTOMER shall not make any admissions that may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to which Clause 17.11 3.49 may apply or any claim or demand made or action brought against the CONTRACTOR to which Clause 17.12 3.50 may apply. If a claim or demand is made or action brought to which Clause 17.113.49, 17.12 3.50 and/or 17.13 3.51 may apply, or in the reasonable opinion of the CONTRACTOR is likely to be made or brought, the CONTRACTOR may at its own expense and within a reasonable time either: modify any or all of the affected Catalogue and/or Ordered IT Products without reducing the performance and functionality of the same, or substitute alternative goods or goods and services of equivalent performance and functionality for any or all of the affected Catalogue and/or Ordered IT Products, so as to avoid the infringement or the alleged infringement, provided that:: the terms herein shall apply mutatis mutandis to such modified or substituted goods or goods and services; such substitution shall not increase the burden on the CUSTOMER; and such modified or substituted goods or goods and services items shall be acceptable to the CUSTOMER, such acceptance not to be unreasonably withheld; or procure a licence to use the Catalogue and/or Ordered IT Products on terms that are reasonably acceptable to the CUSTOMER; and in relation to the performance of the CONTRACTOR’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. The provisions of Clauses 3.49 and 3.54 shall not apply insofar as any such claim or demand or action is in respect of any: use by the CUSTOMER of the Catalogue and/or Ordered IT Products in combination with any item, good or service not supplied or approved by the CONTRACTOR (or its Sub-Contractors) where such use of the Ordered IT Products directly gives rise to the claim, demand or action; or modification carried out by or on behalf of the CUSTOMER to the Catalogue and/or any Ordered IT Products provided under this Contract if such modification is not authorised by the CONTRACTOR (or its Sub-Contractors) in writing; or use by the CUSTOMER of the Catalogue and/or Ordered IT Products in a manner not reasonably to be inferred from the specification or requirements of the CUSTOMER. In the event that the CONTRACTOR has availed itself of its rights to modify the Catalogue and/or Ordered IT Products or to supply substitute goods or goods and services pursuant to Clause 3.54.1 or to procure a licence under Clause 3.54.2 and such exercise of the said rights has avoided any claim, demand or action for infringement or alleged infringement, then the CONTRACTOR shall have no further liability in respect of the said claim, demand or action. In the event that a modification or substitution in accordance with Clause 3.54.1 above is not possible so as to avoid the infringement, or the CONTRACTOR has been unable to procure a licence in accordance with Clause 3.54.2: the CUSTOMER shall be entitled to terminate this Contract pursuant to Clause 2.3.6; and the CONTRACTOR shall be liable for the value of the additional costs incurred in implementing and maintaining replacement goods or goods and services. Clauses 3.49 and 3.54 set out the entire financial liability of the CONTRACTOR with regard to the infringement of any Intellectual Property Right by the availability, provision or use of the Catalogue and/or Ordered IT Products (or any parts thereof) and/or the performance of the CONTRACTOR’s responsibilities and obligations hereunder. This shall not affect the CONTRACTOR’s financial liability for other Defaults or causes of action that may arise hereunder. The CUSTOMER warrants that the CONTRACTOR’s use of any third party item supplied directly by the CUSTOMER in accordance with any instructions given by the CUSTOMER in connection with the use of such item shall not cause the CONTRACTOR to infringe any third party’s Intellectual Property Rights in such item.

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR SERVICE PROVIDER shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 2-16 17 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. The CONTRACTOR 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 2-1617. All Contract Generated Intellectual Property Rights shall be proprietary to and owned by the SERVICE PROVIDER. The CONTRACTORSERVICE 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 terms as set out in such open source licensing terms, the CUSTOMER shall be entitled at its discretion either: to take all steps necessary to place the Contract Generated Intellectual Property Rights into open source, including complying with the applicable licensing terms and making available the source code of the Contract Generated Intellectual Property Rights; or otherwise (in which case the CUSTOMER will licence the SERVICE PROVIDER to use and modify the Contract Generated Intellectual Property Rights to the extent necessary to perform its obligations under this Contract). The SERVICE PROVIDER: hereby grants to the CUSTOMER a licence to use the CONTRACTOR SERVICE PROVIDER Software on its standard licence terms amended if necessary pursuant to sub– Clause 17.8.5 (set out in Annex A to Schedule 2-1617); notwithstanding the provisions of Clause Error: Reference source not found, hereby grants to the CUSTOMER a non-exclusive perpetual licence to use and copy any Specially Written Software; 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 2-1617); and hereby grants to the CUSTOMER a non-exclusive licence to copy the descriptions of the Ordered IT ProductsSoftware Application Solutions, including technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the CUSTOMER under this Clause 17.517.8. Where agrees that any Third Party Software licence it is being licensed required to grant or procure the CUSTOMER: grant of pursuant to this Clause 17 shall include the CONTRACTOR shall right for the CUSTOMER to authorise any of its other contractors and their employees to use its reasonable endeavours the property to ensure that such Third Party Software is sub-licensed which the licence relates for the purposes of providing services to the CUSTOMER by the CONTRACTOR rather than being licensed and accordingly to the CUSTOMER directly by the Third Party Software owner; and the CUSTOMER shall not, by virtue of the Third Party Software owner’s extent that its standard licence terms (or otherwise) be required require amendment to pay charges directly to facilitate such use the Third Party Software owner or any other third party. Where Third Party Software licence terms require payment by the CUSTOMER to the Third Party Software owner or any other third party, the CONTRACTOR SERVICE PROVIDER shall indemnify (and keep indemnified) the CUSTOMER for all amend such charges and any associated taxes payable. Where the CONTRACTOR grants or procures a licence to use Intellectual Property Rights under or in accordance with this Contract, the CONTRACTOR shall: ensure that such licence is (a) assignable to all permitted assignees under this Contract; (b) sub-licensable to all users envisaged by this Contract (including replacement contractors on the expiry or termination (howsoever arising) of this Contract); (c) fully transferable (as between CUSTOMER equipment and CUSTOMER users, as the case may be); and (d) subject to Clause 17.7.2, without additional charge to the CUSTOMER; where charges are payable (“Additional Charges”) for assignment, sub-licensing or transfer of such licence, only be permitted to pass on the Additional Charges to the CUSTOMER where the CONTRACTOR has provided written notification of such Additional Charges to the CUSTOMER prior to such licence being entered into and the CUSTOMER has consented in writing to pay such Additional Charges; where the CUSTOMER is obliged to pay the Additional Charges and the CUSTOMER did not provide its consent to them in accordance with Clause 17.7.2, indemnify (and keep indemnified) the CUSTOMER for all such charges and associated taxes payable. If the CONTRACTOR cannot obtain for the CUSTOMER the rights set out in Clause 17.7.1, the CONTRACTOR shall, prior to such licence being entered into, consult with the CUSTOMER on whether the rights that can be obtained are nevertheless acceptable to the CUSTOMER or whether the CONTRACTOR should seek to use an alternative providerterms. To the extent that the CONTRACTOR SERVICE PROVIDER creates any materials (in whatever form or media), outside the scope of the open source licensing terms, including training, marketing, promotional or publicity materials, relating to the provision of the Ordered IT Products Software Application Solutions (“Materials”) it shall provide copies of all Materials to the CUSTOMER promptly and the CONTRACTOR SERVICE PROVIDER hereby grants to the CUSTOMER a royalty free, irrevocable, non-exclusive licence for such term as the CUSTOMER shall require to use all and any Intellectual Property Rights in the Materials as it shall reasonably require with the ability to sub-licence the same. The CONTRACTOR SERVICE PROVIDER shall ensure and procure that the availability, provision and use of the Catalogue and Ordered IT Products Software Application Solutions and the performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. The CONTRACTOR SERVICE PROVIDER shall indemnify the CUSTOMER against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Catalogue and/or Ordered IT Products Software Application Solutions (or any parts thereof); and performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder. The CONTRACTOR SERVICE PROVIDER shall promptly notify the CUSTOMER if any claim or demand is made or action brought against the CONTRACTOR SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Catalogue and/or Ordered IT Products Software Application Solutions (or any parts thereof) and/or the performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder. The CUSTOMER shall promptly notify the CONTRACTOR SERVICE PROVIDER if any claim or demand is made or action brought against the CUSTOMER to which Clause 17.11 17.10 may apply. The CONTRACTOR SERVICE PROVIDER shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and the CUSTOMER hereby agrees to grant to the CONTRACTOR SERVICE PROVIDER exclusive control of any such litigation and such negotiations. The CUSTOMER shall at the request of the CONTRACTOR SERVICE PROVIDER afford to the CONTRACTOR SERVICE PROVIDER all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CUSTOMER to which Clause 17.11 17.10 may apply or any claim or demand made or action brought against the CONTRACTOR SERVICE PROVIDER to which Clause 17.12 may apply. The CONTRACTOR SERVICE PROVIDER shall reimburse the CUSTOMER for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. Except where required by Law, the CUSTOMER shall not make any admissions that may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to which Clause 17.11 17.10 may apply or any claim or demand made or action brought against the CONTRACTOR SERVICE PROVIDER to which Clause 17.12 may apply. If a claim or demand is made or action brought to which Clause 17.1117.10, 17.12 and/or 17.13 may apply, or in the reasonable opinion of the CONTRACTOR SERVICE PROVIDER is likely to be made or brought, the CONTRACTOR SERVICE PROVIDER may at its own expense and within a reasonable time either: modify any or all of the affected Catalogue and/or Ordered IT Products Software Application Solutions without reducing the performance and functionality of the same, or substitute alternative goods or goods and and/or services of equivalent performance and functionality for any or all of the affected Catalogue and/or Ordered IT ProductsSoftware Application Solutions, so as to avoid the infringement or the alleged infringement, provided that:

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR SERVICE PROVIDER shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 2-16 17 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. The CONTRACTOR 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 2-1617. All Contract Generated Intellectual Property Rights, other than rights in software described in Clause 17.8.2, shall be proprietary to and owned by the CUSTOMER and the SERVICE PROVIDER shall enter into such documentation and perform such acts as the CUSTOMER shall request to properly vest such Contract Generated Intellectual Property Rights in the CUSTOMER. Accordingly, the SERVICE PROVIDER hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights and shall make available to the CUSTOMER a copy of the source code of the Contract Generated Intellectual Property Rights. 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 terms as set out in such open source licensing terms, the CUSTOMER shall be entitled at its discretion either: to take all steps necessary to place the Contract Generated Intellectual Property Rights into open source, including complying with the applicable licensing terms and making available the source code of the Contract Generated Intellectual Property Rights; or otherwise (in which case the CUSTOMER will licence the SERVICE PROVIDER to use and modify the Contract Generated Intellectual Property Rights to the extent necessary to perform its obligations under this Contract). The CONTRACTORSERVICE PROVIDER: hereby grants to the CUSTOMER a licence to use the CONTRACTOR SERVICE PROVIDER Software on its standard licence terms (set out in Annex A to Schedule 2-1617); notwithstanding the provisions of Clause 17.5, hereby grants to the CUSTOMER a non-exclusive perpetual licence to use and copy any Specially Written Software; 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 2-1617); and hereby grants to the CUSTOMER a non-exclusive licence to copy the descriptions of the Ordered IT ProductsSoftware Application Solutions, including technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the CUSTOMER under this Clause 17.5. Where any Third Party Software is being licensed to the CUSTOMER: the CONTRACTOR shall use its reasonable endeavours to ensure that such Third Party Software is sub-licensed to the CUSTOMER by the CONTRACTOR rather than being licensed to the CUSTOMER directly by the Third Party Software owner; and the CUSTOMER shall not, by virtue of the Third Party Software owner’s standard licence terms (or otherwise) be required to pay charges directly to the Third Party Software owner or any other third party. Where Third Party Software licence terms require payment by the CUSTOMER to the Third Party Software owner or any other third party, the CONTRACTOR shall indemnify (and keep indemnified) the CUSTOMER for all such charges and any associated taxes payable. Where the CONTRACTOR grants or procures a licence to use Intellectual Property Rights under or in accordance with this Contract, the CONTRACTOR shall: ensure that such licence is (a) assignable to all permitted assignees under this Contract; (b) sub-licensable to all users envisaged by this Contract (including replacement contractors on the expiry or termination (howsoever arising) of this Contract); (c) fully transferable (as between CUSTOMER equipment and CUSTOMER users, as the case may be); and (d) subject to Clause 17.7.2, without additional charge to the CUSTOMER; where charges are payable (“Additional Charges”) for assignment, sub-licensing or transfer of such licence, only be permitted to pass on the Additional Charges to the CUSTOMER where the CONTRACTOR has provided written notification of such Additional Charges to the CUSTOMER prior to such licence being entered into and the CUSTOMER has consented in writing to pay such Additional Charges; where the CUSTOMER is obliged to pay the Additional Charges and the CUSTOMER did not provide its consent to them in accordance with Clause 17.7.2, indemnify (and keep indemnified) the CUSTOMER for all such charges and associated taxes payable. If the CONTRACTOR cannot obtain for the CUSTOMER the rights set out in Clause 17.7.1, the CONTRACTOR shall, prior to such licence being entered into, consult with the CUSTOMER on whether the rights that can be obtained are nevertheless acceptable to the CUSTOMER or whether the CONTRACTOR should seek to use an alternative provider17.8. To the extent that the CONTRACTOR SERVICE PROVIDER creates any materials (in whatever form or media), outside the scope of the open source licensing terms, including training, marketing, promotional or publicity materials, relating to the provision of the Ordered IT Products Software Application Solutions (“Materials”) it shall provide copies of all Materials to the CUSTOMER promptly and the CONTRACTOR SERVICE PROVIDER hereby grants to the CUSTOMER a royalty free, irrevocable, non-exclusive licence for such term as the CUSTOMER shall require to use all and any Intellectual Property Rights in the Materials as it shall reasonably require with the ability to sub-licence the same. The CONTRACTOR SERVICE PROVIDER shall ensure and procure that the availability, provision and use of the Catalogue and Ordered IT Products Software Application Solutions and the performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. The CONTRACTOR SERVICE PROVIDER shall indemnify the CUSTOMER against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Catalogue and/or Ordered IT Products Software Application Solutions (or any parts thereof); and performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder. The CONTRACTOR SERVICE PROVIDER shall promptly notify the CUSTOMER if any claim or demand is made or action brought against the CONTRACTOR SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Catalogue and/or Ordered IT Products Software Application Solutions (or any parts thereof) and/or the performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder. The CUSTOMER shall promptly notify the CONTRACTOR SERVICE PROVIDER if any claim or demand is made or action brought against the CUSTOMER to which Clause 17.11 17.10 may apply. The CONTRACTOR SERVICE PROVIDER shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and the CUSTOMER hereby agrees to grant to the CONTRACTOR SERVICE PROVIDER exclusive control of any such litigation and such negotiations. The CUSTOMER shall at the request of the CONTRACTOR SERVICE PROVIDER afford to the CONTRACTOR SERVICE PROVIDER all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CUSTOMER to which Clause 17.11 17.10 may apply or any claim or demand made or action brought against the CONTRACTOR SERVICE PROVIDER to which Clause 17.12 may apply. The CONTRACTOR SERVICE PROVIDER shall reimburse the CUSTOMER for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. Except where required by Law, the CUSTOMER shall not make any admissions that may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to which Clause 17.11 17.10 may apply or any claim or demand made or action brought against the CONTRACTOR SERVICE PROVIDER to which Clause 17.12 may apply. If a claim or demand is made or action brought to which Clause 17.1117.10, 17.12 and/or 17.13 may apply, or in the reasonable opinion of the CONTRACTOR SERVICE PROVIDER is likely to be made or brought, the CONTRACTOR SERVICE PROVIDER may at its own expense and within a reasonable time either: modify any or all of the affected Catalogue and/or Ordered IT Products Software Application Solutions without reducing the performance and functionality of the same, or substitute alternative goods or goods and and/or services of equivalent performance and functionality for any or all of the affected Catalogue and/or Ordered IT ProductsSoftware Application Solutions, so as to avoid the infringement or the alleged infringement, provided that:: the terms herein shall apply mutatis mutandis to such modified or substituted goods and/or services; such substitution shall not increase the burden on the CUSTOMER; and such modified or substituted goods and/or services items shall be acceptable to the CUSTOMER, such acceptance not to be unreasonably withheld; or procure a licence to use the Catalogue and/or Ordered Software Application Solutions on terms that are reasonably acceptable to the CUSTOMER; and in relation to the performance of the SERVICE PROVIDER’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations. The provisions of Clauses 17.11 and 17.16 shall not apply insofar as any such claim or demand or action is in respect of any: use by the CUSTOMER of the Catalogue and/or Ordered Software Application Solutions in combination with any item, good or service not supplied or approved by the SERVICE PROVIDER (or its Sub-Contractors) where such use of the Ordered Software Application Solutions directly gives rise to the claim, demand or action; or modification carried out by or on behalf of the CUSTOMER to the Catalogue and/or any Ordered Software Application Solutions provided under this Contract if such modification is not authorised by the SERVICE PROVIDER (or its Sub-Contractors) in writing; or use by the CUSTOMER of the Catalogue and/or Ordered Software Application Solutions in a manner not reasonably to be inferred from the specification or requirements of the CUSTOMER. In the event that the SERVICE PROVIDER has availed itself of its rights to modify the Catalogue and/or Ordered Software Application Solutions or to supply substitute goods and/or services pursuant to Clause 17.16.1 or to procure a licence under Clause 17.16.3 and such exercise of the said rights has avoided any claim, demand or action for infringement or alleged infringement, then the SERVICE PROVIDER shall have no further liability in respect of the said claim, demand or action. In the event that a modification or substitution in accordance with Clause 17.16.1 above is not possible so as to avoid the infringement, or the SERVICE PROVIDER has been unable to procure a licence in accordance with Clause 17.16.3: the CUSTOMER shall be entitled to terminate this Contract pursuant to Clause 10.3.5; and the SERVICE PROVIDER shall be liable for the value of the additional costs incurred in implementing and maintaining replacement services. Clauses 17.11 and 17.16 set out the entire financial liability of the SERVICE PROVIDER with regard to the infringement of any Intellectual Property Right by the availability, provision or use of the Catalogue and/or Ordered Software Application Solutions (or any parts thereof) and/or the performance of the SERVICE PROVIDER’s responsibilities and obligations hereunder. This shall not affect the SERVICE PROVIDER’s financial liability for other Defaults or causes of action that may arise hereunder. The CUSTOMER warrants that the SERVICE PROVIDER’s use of any third party item supplied directly by the CUSTOMER in accordance with any instructions given by the CUSTOMER in connection with the use of such item shall not cause the SERVICE PROVIDER to infringe any third party’s Intellectual Property Rights in such item.

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR SERVICE PROVIDER shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 2-16 17 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. The CONTRACTOR 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 2-1617. The CONTRACTOR: All Contract Generated Intellectual Property Rights, other than as set forth in Clause 17.8 or in an applicable Proposal or Order, shall be proprietary to and owned by the CUSTOMER and the SERVICE PROVIDER shall enter into such documentation and perform such acts as the CUSTOMER shall request to properly vest such Contract Generated Intellectual Property Rights in the CUSTOMER. Accordingly, the SERVICE PROVIDER hereby grants assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights and shall make available to the CUSTOMER a licence to use copy of the CONTRACTOR Software on its standard licence source code, if any, of the Contract Generated Intellectual Property Rights. Where the applicable open sourcing licensing terms (set out in Annex A to Schedule 2-16); 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 2-1617 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 terms as set out in such open source licensing terms, the CUSTOMER shall be entitled at its discretion either: to take all steps necessary to place the Contract Generated Intellectual Property Rights into open source, including complying with the applicable licensing terms and making available the source code of the Contract Generated Intellectual Property Rights; or otherwise (in which case the CUSTOMER will licence the SERVICE PROVIDER to use and modify the Contract Generated Intellectual Property Rights to the extent necessary to perform its obligations under this Contract); and . The SERVICE PROVIDER hereby grants to the CUSTOMER a non-exclusive licence licence, for a term to be agreed in the applicable Proposal or Order, to use the SERVICE PROVIDER Data to the extent necessary to enable CUSTOMER to benefit from the Ordered Software Application Solutions; hereby grants to the CUSTOMER a non-exclusive licence, for a term to be agreed in the applicable Proposal or Order, to copy the descriptions of the Ordered IT ProductsSoftware Application Solutions, including technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the CUSTOMER under this Clause 17.517.8. Where any Third Party Software is being licensed to Unless otherwise agreed in a Proposal or Order, for the CUSTOMERavoidance of doubt, ownership of and title to: the CONTRACTOR shall use its reasonable endeavours to ensure that such Third Party data model, including algorithm calculations, but excluding SERVICE PROVIDER Data; and output produced by the SERVICE PROVIDER forming part of the Ordered Software is sub-licensed Application Services provided to the CUSTOMER by the CONTRACTOR rather than being licensed shall pass to the CUSTOMER directly by the Third Party Software owner; and the CUSTOMER shall not, by virtue in perpetuity on payment of the Third Party Software owner’s standard licence terms (or otherwise) be required to pay charges directly to the Third Party Software owner or any other third party. Where Third Party Software licence terms require payment Charges by the CUSTOMER to the Third Party Software owner or any other third party, the CONTRACTOR shall indemnify (and keep indemnified) the CUSTOMER for all such charges and any associated taxes payable. Where the CONTRACTOR grants or procures a licence to use Intellectual Property Rights under or in accordance with this Contract, the CONTRACTOR shall: ensure that such licence is (a) assignable to all permitted assignees under this Contract; (b) sub-licensable to all users envisaged by this Contract (including replacement contractors on the expiry or termination (howsoever arising) of this Contract); (c) fully transferable (as between CUSTOMER equipment and CUSTOMER users, as the case may be); and (d) subject to Clause 17.7.2, without additional charge to the CUSTOMER; where charges are payable (“Additional Charges”) for assignment, sub-licensing or transfer of such licence, only be permitted to pass on the Additional Charges to the CUSTOMER where the CONTRACTOR has provided written notification of such Additional Charges to the CUSTOMER prior to such licence being entered into and the CUSTOMER has consented in writing to pay such Additional Charges; where the CUSTOMER is obliged to pay the Additional Charges and the CUSTOMER did not provide its consent to them in accordance with Clause 17.7.2, indemnify (and keep indemnified) the CUSTOMER for all such charges and associated taxes payable. If the CONTRACTOR cannot obtain SERVICE PROVIDER for the CUSTOMER the rights set out in Clause 17.7.1, the CONTRACTOR shall, prior to such licence being entered into, consult with the CUSTOMER on whether the rights that can be obtained are nevertheless acceptable to the CUSTOMER or whether the CONTRACTOR should seek to use an alternative provider. To the extent that the CONTRACTOR creates any materials (in whatever form or media), outside the scope of the open source licensing terms, including training, marketing, promotional or publicity materials, relating to the provision of the Ordered IT Products (“Materials”) it shall provide copies of all Materials to the CUSTOMER promptly and the CONTRACTOR hereby grants to the CUSTOMER a royalty free, irrevocable, non-exclusive licence for such term as the CUSTOMER shall require to use all and any Intellectual Property Rights in the Materials as it shall reasonably require with the ability to sub-licence the sameapplicable Order. The CONTRACTOR SERVICE PROVIDER shall ensure and procure that the availability, provision and use of the Catalogue and Ordered IT Products Software Application Solutions and the performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. The CONTRACTOR SERVICE PROVIDER shall indemnify the CUSTOMER against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Catalogue and/or Ordered IT Products Software Application Solutions (or any parts thereof); and performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder. The CONTRACTOR SERVICE PROVIDER shall promptly notify the CUSTOMER if any claim or demand is made or action brought against the CONTRACTOR SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Catalogue and/or Ordered IT Products Software Application Solutions (or any parts thereof) and/or the performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder. The CUSTOMER shall promptly notify the CONTRACTOR SERVICE PROVIDER if any claim or demand is made or action brought against the CUSTOMER to which Clause 17.11 17.10 may apply. The CONTRACTOR SERVICE PROVIDER shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and the CUSTOMER hereby agrees to grant to the CONTRACTOR SERVICE PROVIDER exclusive control of any such litigation and such negotiations. The CUSTOMER shall at the request of the CONTRACTOR SERVICE PROVIDER afford to the CONTRACTOR SERVICE PROVIDER all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CUSTOMER to which Clause 17.11 17.10 may apply or any claim or demand made or action brought against the CONTRACTOR SERVICE PROVIDER to which Clause 17.12 may apply. The CONTRACTOR SERVICE PROVIDER shall reimburse the CUSTOMER for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. Except where required by Law, the CUSTOMER shall not make any admissions that may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to which Clause 17.11 17.10 may apply or any claim or demand made or action brought against the CONTRACTOR SERVICE PROVIDER to which Clause 17.12 may apply. If a claim or demand is made or action brought to which Clause 17.1117.10, 17.12 and/or 17.13 may apply, or in the reasonable opinion of the CONTRACTOR SERVICE PROVIDER is likely to be made or brought, the CONTRACTOR SERVICE PROVIDER may at its own expense and within a reasonable time either: modify any or all of the affected Catalogue and/or Ordered IT Products Software Application Solutions without reducing the performance and functionality of the same, or substitute alternative goods or goods and and/or services of equivalent performance and functionality for any or all of the affected Catalogue and/or Ordered IT ProductsSoftware Application Solutions, so as to avoid the infringement or the alleged infringement, provided that:

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. Save as granted under this Contract, neither no LAeither the CUSTOMER nor the CONTRACTOR SERVICE PROVIDER shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR 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 CONTRACTOR SERVICE PROVIDER shall ensure that no unlicensed software or open source software [(other than the Open Source Ordered Software) Software)][delete if inapplicable] is interfaced with or embedded within any software which is proprietary to the any LAthe CUSTOMER or which is developed by or on behalf of the CONTRACTOR 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 2-16 17 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. parties.][delete if inapplicable] [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. The CONTRACTOR 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 2-1617.][delete if inapplicable] All Contract Generated Intellectual Property Rights, other than rights in software described in Clause 16.8.2, shall be proprietary to and owned by the SoSCUSTOMER. T and the SERVICE PROVIDER shall enter into such documentation and perform such acts as the SoSCUSTOMER shall request to properly vest such Contract Generated Intellectual Property Rights in the SoSCUSTOMER. Accordingly, the SERVICE PROVIDER hereby assigns to the SoS (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights and shall make available to the SoSCUSTOMER a copy of the source code of the Contract Generated Intellectual Property Rights. [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.][delete if inapplicable] [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 terms as set out in such open source licensing terms, the CUSTOMER shall be entitled at its discretion either: to take all steps necessary to place the Contract Generated Intellectual Property Rights into open source, including complying with the applicable licensing terms and making available the source code of the Contract Generated Intellectual Property Rights; or otherwise (in which case the CUSTOMER will licence the SERVICE PROVIDER to use and modify the Contract Generated Intellectual Property Rights to the extent necessary to perform its obligations under this Contract).][delete if inapplicable] The CONTRACTORSERVICE PROVIDER: hereby grants to the eachthe CUSTOMER a licence to use the CONTRACTOR SERVICE PROVIDER Software on its standard licence terms (set out in Annex A to Schedule 2-1617); NOT USEDnotwithstanding the provisions of Clause 16.5, hereby grants to the CUSTOMER a non-exclusive perpetual licence to use and copy any Specially Written Software; shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the eachthe CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-1617); and hereby grants to the eachthe CUSTOMER a non-exclusive licence to copy the descriptions of the Ordered IT ProductsSoftware Application Solutions, including technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the CUSTOMER under this Clause 17.5. Where any Third Party Software is being licensed to the CUSTOMER: the CONTRACTOR shall use its reasonable endeavours to ensure that such Third Party Software is sub-licensed to the CUSTOMER by the CONTRACTOR rather than being licensed to the CUSTOMER directly by the Third Party Software owner; and the CUSTOMER shall not, by virtue of the Third Party Software owner’s standard licence terms (or otherwise) be required to pay charges directly to the Third Party Software owner or any other third party. Where Third Party Software licence terms require payment by the CUSTOMER to the Third Party Software owner or any other third party, the CONTRACTOR shall indemnify (and keep indemnified) the CUSTOMER for all such charges and any associated taxes payable. Where the CONTRACTOR grants or procures a licence to use Intellectual Property Rights under or in accordance with this Contract, the CONTRACTOR shall: ensure that such licence is (a) assignable to all permitted assignees under this Contract; (b) sub-licensable to all users envisaged by this Contract (including replacement contractors on the expiry or termination (howsoever arising) of this Contract); (c) fully transferable (as between CUSTOMER equipment and CUSTOMER users, as the case may be); and (d) subject to Clause 17.7.2, without additional charge to the CUSTOMER; where charges are payable (“Additional Charges”) for assignment, sub-licensing or transfer of such licence, only be permitted to pass on the Additional Charges to the CUSTOMER where the CONTRACTOR has provided written notification of such Additional Charges to the CUSTOMER prior to such licence being entered into and the CUSTOMER has consented in writing to pay such Additional Charges; where the CUSTOMER is obliged to pay the Additional Charges and the CUSTOMER did not provide its consent to them in accordance with Clause 17.7.2, indemnify (and keep indemnified) the CUSTOMER for all such charges and associated taxes payable. If the CONTRACTOR cannot obtain for the CUSTOMER the rights set out in Clause 17.7.1, the CONTRACTOR shall, prior to such licence being entered into, consult with the CUSTOMER on whether the rights that can be obtained are nevertheless acceptable to the CUSTOMER or whether the CONTRACTOR should seek to use an alternative provider16.8. To the extent that the CONTRACTOR SERVICE PROVIDER creates any materials (in whatever form or media), [outside the scope of the open source licensing terms, terms,][delete if inapplicable] including training, marketing, promotional or publicity materials, relating to the provision of the Ordered IT Products Software Application Solutions (“Materials”) it shall provide copies of all Materials to the eachthe CUSTOMER promptly upon request and the CONTRACTOR SERVICE PROVIDER hereby grants to the eachthe CUSTOMER a royalty free, irrevocable, non-exclusive licence for such term as the CUSTOMER shall require to use all and any Intellectual Property Rights in the Materials as it shall reasonably require with the ability to sub-licence the same. The CONTRACTOR SERVICE PROVIDER shall ensure and procure that the availability, provision and use of the Catalogue and Ordered IT Products Software Application Solutions and the performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. The CONTRACTOR SERVICE PROVIDER shall indemnify the eachthe CUSTOMER against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Catalogue and/or Ordered IT Products Software Application Solutions (or any parts thereof); and performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder. The CONTRACTOR SERVICE PROVIDER shall promptly notify the CUSTOMER CUSTOMERS if any claim or demand is made or action brought against the CONTRACTOR SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Catalogue and/or Ordered IT Products Software Application Solutions (or any parts thereof) and/or the performance of the CONTRACTORSERVICE PROVIDER’s responsibilities and obligations hereunder. The EachThe CUSTOMER shall promptly notify the CONTRACTOR SERVICE PROVIDER if any claim or demand is made or action brought against the xxxxx CUSTOMER to which Clause 17.11 16.10 may apply. The CONTRACTOR SERVICE PROVIDER shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and the xxxxx CUSTOMER hereby agrees to grant to the CONTRACTOR SERVICE PROVIDER exclusive control of any such litigation and such negotiations. The EachThe CUSTOMER shall at the request of the CONTRACTOR SERVICE PROVIDER afford to the CONTRACTOR SERVICE PROVIDER all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CUSTOMER to which Clause 17.11 16.10 may apply or any claim or demand made or action brought against the CONTRACTOR SERVICE PROVIDER to which Clause 17.12 16.12 may apply. The CONTRACTOR SERVICE PROVIDER shall reimburse the eachthe CUSTOMER for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. Except where required by Law, none of the CUSTOMER CUSTOMERS shall not make any admissions that may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to which Clause 17.11 16.10 may apply or any claim or demand made or action brought against the CONTRACTOR SERVICE PROVIDER to which Clause 17.12 16.12 may apply. If a claim or demand is made or action brought to which Clause 17.1116.10, 17.12 16.12 and/or 17.13 16.13 may apply, or in the reasonable opinion of the CONTRACTOR SERVICE PROVIDER is likely to be made or brought, the CONTRACTOR SERVICE PROVIDER may at its own expense and within a reasonable time either: modify any or all of the affected Catalogue and/or Ordered IT Products Software Application Solutions without reducing the performance and functionality of the same, or substitute alternative goods or goods and and/or services of equivalent performance and functionality for any or all of the affected Catalogue and/or Ordered IT ProductsSoftware Application Solutions, so as to avoid the infringement or the alleged infringement, provided that: