Common use of Intellectual Property Rights Clause in Contracts

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.

Intellectual Property Rights. All intellectual property rights Allocation of title to IPR Save as granted under this Framework Agreement, neither Party shall acquire any right, title or interest in materials, specifications, designs, trademarks, and proprietary information provided by or to the Client shall remain the exclusive property Intellectual Property Rights of the Clientother Party. All intellectual property rights Where either Party acquires, by operation of Law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in processesClause 26.1.1, methodologiesit shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). Subject to Clauses 26.1.4, softwareneither Party shall have any right to use any of the other Party's names, logos or proprietary tools developed solely by trademarks on any of its products or services without the Outsourcer other Party's prior written consent. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the Outsourced Services under this Agreement shall remain the exclusive property provision of the OutsourcerGoods and/or Services during the Framework Period and for no other purpose. Any intellectual property developed jointly IPR Indemnity The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. The Supplier shall, during and after the Framework Period, on written demand, indemnify the Authority against all Losses incurred by, awarded against, or agreed to be paid by the Parties specifically Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the purposes of this Agreement shall be jointly owned by Authority the Parties, unless otherwise agreed in writing. The Client grants right to continue using the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement relevant item which is subject to its own licensing termsthe IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; there is no additional cost to the Authority; and the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. Each Party represents that it If the Supplier elects to procure a licence in accordance with Clause 26.2.3(a) or to modify or replace an item pursuant to Clause 26.2.3(b), but this has secured all necessary rights not avoided or resolved the IPR Claim, then: the Authority may terminate this Framework Agreement by written notice with immediate effect; and permissions without prejudice to use any such third-party materialsthe indemnity set out in Clause 26.2.2, and neither Party the Supplier shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights reasonable and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result unavoidable costs of the Recipient's breach substitute items and/or services including the additional costs of this Section 8; (ii) is or becomes available to procuring, implementing and maintaining the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationsubstitute items.

Intellectual Property Rights. All intellectual property rights 5.1 The Intellectual Property Rights in materials, specifications, designs, trademarks, and proprietary information a work product created during the provision of Services by Party B shall belong to Party B. 5.2 Since Party A relies on the Services provided by Party B hereunder in Party A’s business operation, regarding the Client Business-related Technology developed by Party A based on such Services (the “Business-related Technology”), Party A agrees to the following arrangement: (1) If the Business-related Technology is further developed and created by Party A under the authorization of Party B, or by the joint effort of the Parties, the ownership and related patent application right shall both belong to Party B. (2) If the Business-related Technology is further developed and created by Party A independently, its ownership shall belong to Party A, provided that (A) Party A shall provide details of such Business-related Technology to Party B in a timely manner and provide Party B with relevant materials at the request of Party B; (B) if Party A intends to grant a license for or transfer such Business-related Technology, Party A shall grant a preferential right of transfer or an exclusive license to Party B of such Business-related Technology with a particular scope and Party B may use such Business-related Technology within such particular scope of the transfer or license (Party B shall have the right to decide whether to accept such transfer or license) provided that such action would not result in the contravention of any mandatory PRC laws; Party A may only transfer the ownership of such Business-related Technology or grant a license to use such Business-related Technology to third parties on terms not more favorable than the terms offered to Party B (including but not limited to the transfer price or license fee) if Party B gives up its preferential right to purchase or exclusive license. Party A shall also guarantee the third party’s full compliance and performance of the duties and obligations that shall be complied with or performed by Party A hereunder; (C) apart from the situation described in (B) above, Party B shall have the right to make an offer to purchase such Business-related Technology during the time period prescribed in Article 8.1; in which case Party A shall accept such request and the purchase price shall be Renminbi one yuan (RMB1.00) or such other minimum price as permitted under the laws then in effect, provided that such action would not result in the contravention of any mandatory PRC laws. 5.3 If Party B is granted an exclusive license to use such Business-related Technology pursuant to Article 5.2(2), such license may be used in the following manner: (1) The period of the license shall not be less than five (5) years (computed from the effective date of the relevant license); (2) The scope of use under the license shall be the largest possible scope; (3) Any other party (including Party A) shall not use or allow others to use such Business-related Technology in any manners during the license period and within the licensed territory; (4) Upon the expiration of the license, Party B shall have the right to request to enter into a renewal of the license agreement and Party A shall agree to such request and in that case the terms of the license agreement shall remain the exclusive property same except for amendments agreed to by Party B. 5.4 Notwithstanding the provisions in Article 5.2(2), the patent application to any Business-related Technology referred thereto shall be made in accordance with the following: (1) If Party A intends to make a patent application for any Business-related Technology, it shall obtain the prior written consent of Party B. (2) Party A may only make an independent patent application or transfer the patent application right to third parties if Party B gives up its right to purchase the patent application right pertaining to the Business-related Technology. When Party A transfers the aforesaid patent application right to a third party, Party A shall guarantee the third party’s full compliance and performance of the Client. All intellectual property rights in processesduties and obligations that shall be complied with or performed by Party A hereunder; further, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property terms of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a patent application right transfer (including but not limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither transfer price) offered to the third party shall not be more favorable than the terms offered to Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on B in accordance with Article 5.4(3) below. (3) During the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration term of this Agreement, ensuring Party B shall have the right to request Party A to make a patent application for such Business-related Technology at any time, and decide at its own discretion whether to purchase such application right. Upon Party B’s request, Party A shall transfer such patent application right to Party B, and the purchase price shall be Renminbi one yuan (RMB1.00) or such other minimum price as permitted under the laws then in effect, provided that all rights such action would not result in the contravention of any mandatory PRC laws; after Party B acquires the patent application right pertaining to such Business-related Technology, it shall become the legal owner of such patent once a patent application is made and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either a patent is granted. 5.5 Each Party (as the "Discloser") may disclose or make available warrants to the other Party (as that it shall compensate the "Recipient"), non-public, proprietary, other Party for any and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available all economic losses caused to the public other than Party as a result of the Recipient's breach its infringement of this Section 8; intellectual property rights (iiincluding copyrights, trademarks, patents, know-how) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationof others.

Intellectual Property Rights. All 17.1 As between the PARTIES, the CONTRACTOR shall retain the INTELLECTUAL PROPERTY in the CONTRACTOR’S DOCUMENTS. The CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS are now (or shall be on their creation) vested in the CONTRACTOR (or that the CONTRACTOR has or shall then have a suitable licence to use the same and to grant the licence referred to in this Clause) and the CONTRACTOR warrants that all INTELLECTUAL PROPERTY which may subsist in the CONTRACTOR’S DOCUMENTS do not infringe the intellectual property rights in materialsof any third party. 17.2 The CONTRACTOR shall be deemed (by signing the CONTRACT) to give to or have procured for the COMPANY a non-terminable transferable non-exclusive royalty-free licence to copy, specificationsuse and communicate the CONTRACTOR’S DOCUMENTS, designs, trademarks, including making and proprietary information provided by using modifications of them with the Client shall remain right to grant sub-licences. This licence shall: (a) apply throughout the exclusive property actual or intended working life (whichever is longer) of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property relevant parts of the Outsourcer. Any intellectual property developed jointly by PROJECT; (b) entitle any person in proper possession of the Parties specifically relevant part of the PROJECT to copy, use and communicate the CONTRACTOR’S DOCUMENTS for the purposes of this Agreement shall be jointly owned completing, operating, maintaining, altering, adjusting, repairing and decommissioning the PROJECT; and (c) in the case of CONTRACTOR’S DOCUMENTS which are in the form of computer programs and other software, permit their use on any computer on the WORKSITE and other places as envisaged by the PartiesCONTRACT, unless otherwise agreed in writingincluding replacements of any computers supplied by the CONTRACTOR. The Client grants CONTRACTOR hereby undertakes to do all such acts and execute such documents as the Outsourcer COMPANY may reasonably require which the COMPANY in the COMPANY’s reasonable opinion considers necessary to achieve the intent of this Clause 17.2. 17.3 The CONTRACTOR hereby waives, and shall procure that each of its SUBCONTRACTOR waive, any rights it may have under Chapter IV (Moral Rights) of Part I of the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ and any foreign corresponding rights in the CONTRACTOR’S DOCUMENTS. 17.4 The CONTRACTOR’S DOCUMENTS and other design documents made by (or on behalf of) the Contractor shall not, without the Contractor's consent, be used, copied or communicated to a limited, non-exclusive, non-transferable, royalty-free license to use third party by (or on behalf of) the Client’s intellectual property solely Employer for the purpose of performing the Outsourced Services purposes other than those permitted under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverseSub-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationClause.

Intellectual Property Rights. All intellectual property rights 25.1 Save as expressly granted elsewhere under this Contract: 25.1.1 DFID shall not acquire any right, title or interest in materials, specifications, designs, trademarks, and proprietary information provided by or to the Client shall remain the exclusive property Intellectual Property Rights of the Client. All intellectual property Supplier or its licensors, namely: (a) the Supplier Background IPR; and (b) the Third Party IPR. 25.1.2 the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of DFID or its licensors, including the: (a) DFID Background IPR; (b) DFID Data; (c) Project Specific IPRs; and (d) Programme Name and any rights and interests in processesit at all times. 25.2 Where either Party acquires, methodologiesby operation of Law, software, or proprietary tools developed solely by the Outsourcer in connection title to Intellectual Property Rights that is inconsistent with the Outsourced Services allocation of title set out in Clause 25.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). 25.3 Neither Party shall have any right to use any of the other Party's names, logos or trade marks on any of its products or services without the other Party's prior written consent. 25.4 Any Project Specific IPRs created under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement Contract shall be jointly owned by the Parties, unless otherwise agreed in writingDFID. The Client DFID grants the Outsourcer Supplier a limited, non-exclusive, non-transferable, royalty-free license licence to use the Client’s intellectual property solely any DFID Background IPR and Project Specific IPRs for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill fulfilling its obligations under this Agreement and solely for purposes directly related Contract during its Term. 25.5 Subject to Clause 25.7, to the Outsourced Services provided. Neither extent that it is necessary to enable DFID to obtain the full benefits of ownership of the Project Specific IPRs, the Supplier hereby grants to DFID and shall procure that any relevant third party licensor shall grant to DFID a perpetual, irrevocable, non‐exclusive, assignable, royalty‐free licence to use, sub‐license and/or commercially exploit any Supplier Background IPRs or Third Party IPRs that are embedded in or which are an integral part of the Project Specific IPR Items. 25.6 The Supplier shall modifypromptly notify DFID if it is reasonably believes that it will be unable to grant or procure the grant of the licences set out in Clause 25.5 above and the Supplier shall provide full details of the adverse effect this may have on DFID’s use of the Project Specific IPRs. 25.7 Where the Supplier is unable to comply with Clause 25.5, adaptthe Supplier shall refrain from embedding or integrating any Supplier Background IPRs and/or Third Party IPRs with the Project Specific IPRs in such a way that could affect DFID obtaining full benefit of the ownership of those Project Specific IPRs, decompileexcept where DFID has provided express written Approval to do so. 25.8 The Supplier shall, reverse-engineerduring and after the Term, on written demand, indemnify DFID against all Losses incurred by, awarded against, or create derivative works based on agreed to be paid by DFID (whether before or after the other Party’s intellectual property without obtaining prior written consent. Use making of the other Party’s intellectual property for any purpose beyond demand pursuant to the scope of this Agreement indemnity hereunder) arising from an IPR Claim. 25.9 If an IPR Claim is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to made or anticipated, the Supplier must at its own licensing terms. Each Party represents that it has secured all necessary expense and DFID’s sole option, either: 25.9.1 procure for DFID the rights and permissions in Clause 25.5 without infringing the IPR of any third party; or 25.9.2 replace or modify the relevant item with non‐infringing substitutes with no detriment to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use functionality of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result performance of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationServices.

Intellectual Property Rights. All 5.1 The intellectual property rights held originally or obtained during the term of this Agreement by Party B, including the intellectual property rights to the work achievement created during the provision of the Services, shall be owned by Party B. 5.2 Since Party A’s Business is dependent on the Services to be provided by Party B hereunder, in respect of the intellectual property rights to the business developed by Party A based on the Services, Party A agrees that: (1) if the intellectual property rights to such business are obtained by Party A upon the entrustment of Party B or through the cooperation between Party A and Party B, the ownership and the application right related to relevant intellectual property rights shall be vested in Party B. (2) if relevant intellectual property rights to the business are developed and obtained by Party A independently, the ownership shall be vested in Party A, provided that (A) Party A promptly notifies Party B of the details of such intellectual property rights and provides relevant information reasonably requested by Party B; (B) if Party A intends to license or transfer relevant intellectual property rights to the business, Party A shall first transfer such intellectual property rights to Party B or grant an exclusive license to Party B on such intellectual property rights subject to the mandatory provisions of the laws of China, and Party B may use such intellectual property rights to the extent of the transfer or license (however, Party B has the right to decide whether to accept such transfer or license); Party A can transfer or license such intellectual property rights to any third party only when Party B waives the priority to purchase such intellectual property rights or waives the exclusive license on the conditions not more favorable than those offered to Party B (including but not limited to the transfer price or license royalty), and shall ensure that the third party will fully comply with and perform the obligations of Party A hereunder; (C) except the circumstance specified in the above Item (B), during the term of this Agreement, Party B has the right to purchase relevant intellectual property rights to the business; then Party A shall agrees to such purchase subject to the mandatory provisions of the laws of China at the minimum price permitted by the current laws of China. 5.3 If Party B is granted the exclusive license to use relevant intellectual property rights to the abovementioned business according to Paragraph (2) of Article 5.2 hereof, the following provisions shall apply: (1) The license period shall be no less than five (5) years (starting from the effective date of relevant license agreement); (2) The scope of right under the license shall be as large as possible; (3) During the license period and within the license scope, no other party (including Party A) other than Party B may use or permit others to use such intellectual property rights in materialswhatever forms; (4) Without prejudice to the conditions under Paragraph (3) of Article 5.3, specificationsParty A has the right to decide in its sole discretion to authorize any other third party to use such intellectual property rights; (5) When the license period expires, designs, trademarks, Party B has the right to renew the license agreement and proprietary information provided by the Client Party A shall remain the exclusive property agree to such renewal. The original terms of the Client. All license agreement shall be maintained, except the changes approved by Party B. 5.4 Notwithstanding the provisions of Paragraph (2) of Article 5.2, if relevant intellectual property rights to the business specified in processesthat paragraph can be established only when they are registered according to applicable law, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with application for registration shall be carried out according to the Outsourced Services under this Agreement shall remain following provisions: (1) If Party A intends to apply for the exclusive property registration of the Outsourcer. Any above intellectual property developed jointly by rights, it shall obtain the Parties specifically prior written consent of Party B. (2) Party A may apply for the purposes registration or transfer the application right to any third party only when Party B waives the right to purchase the right to apply for registration of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s relevant intellectual property solely for rights to the purpose of performing business. Where Party A transfers the Outsourced Services under this Agreement. This license is strictly for internal use above application right to any third party, Party A shall ensure the third party to fully comply with and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill perform its obligations under this Agreement and solely for purposes directly related hereunder. Meanwhile, the conditions on which Party A transfers the application right to the Outsourced Services provided. Neither third party (including but not limited the transfer price) shall not be more favorable than the conditions it offers to Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on B under Paragraph (3) of Article 5.4. (3) During the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration term of this Agreement, ensuring that all rights and restrictions relating Party B may request at any time Party A to apply for registration of relevant intellectual property continue rights to be enforcedthe business, and decide in its sole discretion whether to purchase the above application right. From time At the request of Party B, Party A shall transfer the application right to time during Party B subject to the duration mandatory provisions of this Agreement, either the laws of China at the minimum price permitted by the current laws of China. Party (as B shall become the "Discloser") may disclose or make available legal owner of relevant intellectual property rights to the business after it obtains the application right and then applies for and completes the registration of such intellectual property rights. 5.5 Each Party undertakes to indemnify the other Party any and all economic losses incurred by the other Party due to the first Party’s infringement of other’s intellectual property rights (as the "Recipient")including copyright, non-publictrademark, proprietarypatent, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"know-how); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided 12.1 For any technology / software / product used/supplied by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Service Provider for performing Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes Bank as part of this Agreement Agreement, Service Provider shall be jointly owned by the Parties, unless otherwise agreed in writinghave right to use as well as right to license such technology/ software / product. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party Bank shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall not be liable for any license or IPR violation on the part of Service Provider. 12.2 Without the Bank’s prior written approval, Service provider will not, in performing the Services, use or incorporate link to or call or depend in any way upon, any software or other intellectual property that is subject to an Open Source or Copy left license or any other agreement that may give rise to any third-party claims arising from or to limit the unauthorized use of these materials. The provisions of Bank’s rights under this Section shall survive the termination or expiration Agreement. 12.3 Subject to clause 12.4 and 12.5 of this Agreement, ensuring Service Provider shall, at its own expenses without any limitation, indemnify and keep fully and effectively indemnified the Bank against all costs, claims, damages, demands, expenses and liabilities whatsoever nature arising out of or in connection with all claims of infringement of Intellectual Property Right, including patent, trademark, copyright, trade secret or industrial design rights of any third party arising from the Services or use of the technology / software / products or any part thereof in India or abroad. 12.4 The Bank will give (a) notice to Service Provider of any such claim without delay/provide reasonable assistance to Service Provider in disposing of the claim; (b) sole authority to defend and settle such claim and; (c) will at no time admit to any liability for or express any intent to settle the claim provided that (i) Service Provider shall not partially settle any such claim without the written consent of the Bank, unless such settlement releases the Bank fully from such claim, (ii) Service Provider shall promptly provide the Bank with copies of all rights and restrictions pleadings or similar documents relating to intellectual property continue any such claim, (iii) Service Provider shall consult with the Bank with respect to the defense and settlement of any such claim, and (iv) in any litigation to which the Bank is also a party, the Bank shall be entitled to be enforced. From time separately represented at its own expenses by counsel of its own selection. 12.5 Service Provider shall have no obligations with respect to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available any infringement claims to the other Party (as extent that the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether infringement claim arises or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information thatresults from: (i) is Service Provider’s compliance with the Bank’s specific technical designs or becomes generally available instructions (except where Service Provider knew or should have known that such compliance was likely to result in an Infringement Claim and Service Provider did not inform the public other than as a result Bank of the Recipient's breach of this Section 8same); or (ii) is any unauthorized modification or becomes available to alteration of the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; deliverable (iiiif any) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationBank.

Intellectual Property Rights. 38.1 Save as granted elsewhere under this Contract, neither the CLIENT nor the SERVICE PROVIDER shall acquire any right, title or interest in the other’s Pre-Existing IPR. 38.2 The SERVICE PROVIDER shall not, and shall procure that the Staff shall not, (except when necessary for the performance of the Contract) without prior Approval, use or disclose any CLIENT Pre-Existing IPR or the Project Specific IPRs to any third party. 38.3 All intellectual property title to and all rights and interest in the Project Specific IPRs shall vest in the CLIENT. The SERVICE PROVIDER hereby assigns to the CLIENT, with full title guarantee, title to and all rights and interest in the Project Specific IPRs and/or shall procure that the first owner of the Project Specific IPRs also does so. 38.4 The assignment under Clause 38.3 shall either take effect on the date of the Contract or as a present assignment of future rights that will take effect immediately on the coming into existence of the relevant Project Specific IPRs, as appropriate. 38.5 The SERVICE PROVIDER shall waive or procure a waiver of any moral rights in materials, specifications, designs, trademarks, and proprietary information provided any copyright works assigned to the CLIENT under this Contract. 38.6 If requested to do so by the Client CLIENT, the SERVICE PROVIDER shall remain without charge to the exclusive property CLIENT execute all documents and do all such further acts as the CLIENT may require to perfect the assignment under Clause 38.3 or shall procure that the owner of the Client. All intellectual property rights in processesProject Specific IPRs does so on the same basis. 38.7 The CLIENT hereby grants to the SERVICE PROVIDER a non-exclusive, methodologiesrevocable, software, or proprietary tools developed non assignable licence to use the CLIENT’S Pre-Existing IPR and the Project Specific IPRs during the Contract Period for the sole purpose of enabling the SERVICE PROVIDER to provide the Services. 38.8 To the extent that this is necessary solely by to enable the Outsourcer in connection with CLIENT to obtain the Outsourced Services under this Agreement shall remain the exclusive property full benefits of ownership of the Outsourcer. Any intellectual property developed jointly by Project Specific IPRs, the Parties specifically for SERVICE PROVIDER hereby grants to the purposes of this Agreement CLIENT and shall be jointly owned by procure that any relevant third party licensor shall grant to the PartiesCLIENT a perpetual, unless otherwise agreed in writing. The Client grants the Outsourcer a limitedirrevocable, non-exclusive, non-transferableassignable, royalty-free and global licence to use, sub-license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution and/or commercially exploit any SERVICE PROVIDER Pre-Existing IPR or IPRs owned by a third party that are embedded in or which are an integral part of the agreed deliverables. Project Specific IPRs. 38.9 The Outsourcer grants SERVICE PROVIDER shall obtain Approval before using any material, in relation to the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill performance of its obligations under this Agreement and solely for purposes directly related the Contract which is or may be subject to any third party Intellectual Property Rights. The SERVICE PROVIDER shall procure that the owner of the rights grants to the Outsourced Services provided. Neither Party CLIENT a non-exclusive licence, or if itself a licensee of those rights, shall grant to the CLIENT an authorised sub-licence, to use, reproduce, modify, adaptdevelop and maintain the material. Such licence or sub-licence shall be non-exclusive, decompileperpetual, reverseroyalty free and irrevocable and shall include the right for the CLIENT to sub-engineerlicense, transfer, novate or assign to any other third party supplying services to the CLIENT. 38.10 The SERVICE PROVIDER shall, during and after the Contract Period, indemnify and keep indemnified in full and hold the CLIENT and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses, including legal costs, and other liabilities which the CLIENT or the Crown may suffer or incur as a result of any claim that the performance by the SERVICE PROVIDER of the Services and/or the possession or use by the CLIENT of the Deliverables infringes or allegedly infringes a third party's Intellectual Property Rights (“Claim”) except where the Claim arises from:- 38.10.1 items or materials based upon designs supplied by the CLIENT; or 38.10.2 the use of data supplied by the CLIENT which the SERVICE PROVIDER is not required to verify under any provision of the Contract. 38.11 The CLIENT shall notify the SERVICE PROVIDER in writing of the Claim and the CLIENT shall not make any admissions which may be prejudicial to the defence or settlement of the Claim. The SERVICE PROVIDER shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the SERVICE PROVIDER:- 38.11.1 shall consult the CLIENT on all substantive issues which arise during the conduct of such litigation and negotiations; 38.11.2 shall take due and proper account of the interests of the CLIENT; and 38.11.3 shall not settle or compromise the Claim or refuse to settle or compromise a claim without the CLIENT’S prior written consent (such consent not to be unreasonably withheld or delayed). 38.12 If a Claim is made in connection with the Contract or in the reasonable opinion of the SERVICE PROVIDER is likely to be made, the SERVICE PROVIDER shall immediately notify the CLIENT and, at its own expense and subject to the consent of the CLIENT (not to be unreasonably withheld or delayed), use its best endeavours to:- 38.12.1 modify the relevant part of the Services or the Deliverables without reducing the performance or functionality of the same, or create derivative works based on substitute alternative Services or Deliverables of equivalent performance and functionality, so as to avoid the other Party’s intellectual property without obtaining prior written consent. Use infringement or the alleged infringement, provided that the provisions herein shall apply with any necessary changes to such modified Services or Deliverables or to the substitute Services or Deliverables; or 38.12.2 procure a licence to use and supply the Services or the Deliverables, which are the subject of the other Party’s intellectual property for any purpose beyond alleged infringement, on terms which are acceptable to the scope CLIENT, and in the event that the SERVICE PROVIDER is unable to comply with Clauses 38.12.1 or 38.12.2 within 20 Working Days of this Agreement is strictly prohibited. Any third-party intellectual property incorporated receipt of the SERVICE PROVIDER’S notification the CLIENT may terminate the Contract with immediate effect by notice in materials provided under this Agreement writing and the SERVICE PROVIDER shall, upon demand, refund the CLIENT with all monies paid in respect of the Services or Deliverable that is subject to its own licensing terms. Each Party represents the Claim. 38.13 In the event that it a modification or substitution in accordance with Clause 38.12.1 is not possible so as to avoid the infringement, or the SERVICE PROVIDER has secured all necessary rights and permissions been unable to use any such third-party materials, and neither Party procure a licence in accordance with Clause 38.12.2 the CLIENT shall be liable for any claims arising entitled to delete the relevant Service from this Contract. 38.14 This Clause 38 sets out the unauthorized use entire financial liability of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available SERVICE PROVIDER with regard to the other Party (as the "Recipient"), non-public, proprietary, and confidential information infringement of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than Intellectual Property Right as a result of the Recipient's breach availability of this Section 8; (ii) is the Services or becomes available to the Recipient on a non-confidential basis from a third-party source, provided provision of the Deliverables hereunder. This shall not affect the SERVICE PROVIDER'S financial liability for other Defaults or causes of action that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure may arise hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.

Intellectual Property Rights. 16.1 The Supplier acknowledges that the Contractor Conditions require the Contractor to assign and licence certain Intellectual Property Rights to the Customer. In the event that the Contractor fails to assign and/or licence (as relevant) such Intellectual Property Rights in accordance with the obligations imposed on the Contractor then the Supplier shall procure the assignment and/or licence (as relevant) of such Intellectual Property Rights in accordance with the Contractor Conditions and shall carry out such acts at its own cost (which may include procuring the execution of documentation) as are necessary in order to procure such assignment and/or licence. 16.2 Save as expressly granted elsewhere under the Contract: 16.2.1 the Customer shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Supplier or its licensors, including the Supplier IPR; and 16.2.2 the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Customer or its licensors, including the Customer IPR or the Bespoke IPR. 16.3 Where either party acquires, by operation of law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in clause 16.2, it shall assign in writing such Intellectual Property Rights as it has acquired to the other party on the request of the other party (whenever made). 16.4 Subject to clause 17.6.8, the Supplier shall not, and shall procure that the Staff shall not (except when necessary for the performance of the Contract) without Approval, use or disclose any of the Bespoke IPRs to any third party. 16.5 The Supplier hereby grants (and (as necessary) shall procure that any relevant third party shall grant) to the Customer a non-exclusive, irrevocable, transferable and royalty free licence (with the right to grant sub-licences on similar terms) to use, amend, modify, enhance and exploit the Supplier IPR for the purpose of receiving the benefit of the Placement Services and Contractor Services. 16.6 All intellectual property Intellectual Property rights in materialsand to the Bespoke IPRs shall vest as and when created in the Customer and the Supplier hereby assigns to the Customer, specificationswith full title guarantee, designs, trademarks, title to and proprietary information provided by all rights and interest in the Client Bespoke IPRs or shall remain procure that the exclusive property first owner of the ClientBespoke IPRs assigns them to the Customer on the same basis. All intellectual property Such assignment shall either take effect on the Commencement Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the Bespoke IPRs, as appropriate. The Supplier shall waive or procure a waiver of any moral rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with Bespoke IPRs assigned to the Outsourced Services Customer under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writingContract. The Client Supplier shall enter into such documentation and perform such acts as the Customer shall request to properly vest such Bespoke IPRs in the Customer. 16.7 The Customer hereby grants to the Outsourcer Supplier a limited, royalty-free non-exclusive, non-transferable, royalty-free license assignable licence to use the Client’s intellectual property solely Customer's IPR and the Bespoke IPRs during the Contract Period for the sole purpose of performing enabling the Outsourced Supplier to provide the Placement Services under this Agreementand not for any other purpose or for the benefit of any person other than the Customer. This license is strictly Such licence includes the right to grant sub-licences to Sub-contractors for internal use and to support the execution same purpose provided that any relevant Sub-contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in clause 17.6 (Confidentiality). 16.8 In the event of the agreed deliverables. The Outsourcer grants termination or expiry of this Contract, the Client licence referred to in and any sub-licence granted in accordance with clause 16.7 shall terminate automatically and the Supplier shall deliver to the Customer all material licensed to the Customer pursuant to clause 16.7 in the Supplier's possession or control, save that the Supplier shall be entitled to retain one copy of such material to enable it to comply with Law or the requirements of a limited license Regulatory Body save that in such circumstances such material shall be kept in a secure environment and shall not be disclosed except as required by Law or pursuant to use any Outsourcer the requirements of a Regulatory Body. 16.9 No Intellectual Property that is incorporated into Rights in the deliverables, solely for trade marks or brands of the Client’s internal business purposes under this Agreement. Each Party Customer shall use be used by the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to Supplier without the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining Customer's prior written consent. Use . 16.10 To the extent that the Supplier creates physical embodiments of and tangible materials representing Bespoke IPRs or other items in connection with the provision of the other Party’s intellectual property for any purpose beyond Placement Services (in whatever form or media) ("Service Materials"), the scope Supplier shall provide copies of all such Service Materials to the Customer promptly. Notwithstanding the provisions of this Agreement clause 16, title to all Service Materials shall pass to the Customer upon delivery. 16.11 The Supplier shall on demand, during and after the Contract Period, indemnify and keep indemnified and hold the Customer and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Customer or the Crown may suffer or incur as a result of any claim that the rights granted to the Customer by the Supplier pursuant to this Contract and/or the performance by the Supplier of the Services infringes or allegedly infringes a third party's Intellectual Property Rights ("Claim") except where the Claim arises from: 16.11.1 items or materials based upon designs supplied by the Customer (provided that the Claim relates to the designs itself); or 16.11.2 the use of data supplied by the Customer which is strictly prohibitednot required to be verified by the Supplier under any provision of the Contract; or 16.11.3 any modifications or enhancements made by the Customer to the Supplier's IPR. 16.12 The Customer shall notify the Supplier in writing of the Claim and the Customer shall not make any admissions which may be prejudicial to the defence or settlement of the Claim. Any third-party intellectual property incorporated The Supplier shall at its own expense conduct all negotiations and any litigation arising in materials connection with the Claim provided under this Agreement always that the Supplier: 16.12.1 shall consult the Customer on all substantive issues which arise during the conduct of such litigation and negotiations; 16.12.2 shall take due and proper account of the interests of the Customer; and 16.12.3 shall not settle or compromise the Claim without Approval (not to be unreasonably withheld or delayed). 16.13 If a Claim is made in connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Customer and, at its own expense and subject to Approval (not to be unreasonably withheld or delayed), use its best endeavours to: 16.13.1 modify the relevant part of the Placement Services without reducing the performance or functionality of the same, or substitute alternative services or deliverables of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply with any necessary changes to such modified services or deliverables or to the substitute services or deliverables; or 16.13.2 procure a licence to use and supply the Placement Services which are the subject of the alleged infringement, on terms which are acceptable to the Customer, and in the event that the Supplier is unable to comply with clauses 16.13.1 or 16.13.2 within 20 Working Days of receipt of the Supplier's notification the Customer may terminate the Contract with immediate effect by notice in writing and the Supplier shall, upon demand, refund the Customer with all monies paid in respect of the Placement Services that is subject to the Claim. 16.14 The Supplier's compliance with clause 16.13 shall be at its own licensing terms. Each Party represents that it has secured all necessary rights expense and permissions to use any such third-party materials, and neither Party the Supplier shall be liable for any claims arising all costs and expenses that the Customer may incur resulting from the unauthorized use of these materials. The provisions of this Section shall survive Customer's compliance with clause 16.13. 16.15 In the termination event that a modification or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed substitution in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party accordance with clause 16.13.1 is not and was not prohibited possible so as to avoid the infringement, or the Supplier has been unable to procure a licence in accordance with clause 16.13.2 the Customer shall be entitled to delete the relevant Placement Service from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationContract.

Intellectual Property Rights. All A. The Supplier warrants that the work performed or delivered under this BOA, the applicable Annex, and the Orders issued hereunder will not infringe or otherwise violate the intellectual property rights of any third party in materialsthe United States or any foreign country. Except to the extent that the U.S. Government assumes liability therefore, specificationsthe Supplier shall defend, designs, trademarksindemnify, and proprietary information provided hold harmless Chemonics and its clients from and against any claims, damages, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of any action by a third party that is based upon a claim that the Client shall remain Work performed or delivered under this BOA, the exclusive property of applicable Annex, and any resulting Order infringes or otherwise violates the Client. All intellectual property rights in processesof any person or entity. This indemnity and hold harmless shall not be considered an allowable cost under any provisions of this BOA, methodologies, softwarethe applicable Annex, or proprietary tools developed solely any resulting Order except with regard to allowable insurance costs. B. The Supplier’s obligation to defend, indemnify, and hold harmless Chemonics and its customers under Paragraph A above shall not apply to the extent FAR 52.227-1 "Authorization and Consent" applies to Chemonics’ Prime Contract for infringement of a U.S. patent and Chemonics and its clients are not subject to any actions for claims, damages, losses, costs, and expenses, including reasonable attorneys’ fees by a third party. C. In addition to any other allocation of rights in data and inventions set forth in this BOA, the Outsourcer Supplier agrees that Chemonics, in connection with the Outsourced Services performance of its prime or higher tier contract obligations (including obligations of follow-on contracts or contracts for subsequent phases of the same program), shall have under this Agreement shall remain BOA, the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Partiesapplicable Annex, unless otherwise agreed in writing. The Client grants the Outsourcer a limitedand any resulting Order an unlimited, nonirrevocable, paid-exclusive, non-transferableup, royalty-free license right to use the Client’s intellectual property solely make, have made, sell, offer for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use sale, use, execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivative works, and authorize others to support the execution do any, some or all of the agreed deliverables. foregoing, any and all, inventions, discoveries, improvements, mask works and patents as well as any and all data, copyrights, reports, and works of authorship, conceived, developed, generated or delivered in performance of this BOA. D. The Outsourcer grants tangible medium storing all reports, memoranda or other materials in written form including machine readable form, prepared by the Client a limited license Supplier and furnished to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related Chemonics pursuant to the Outsourced Services provided. Neither Party shall modifyBOA, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materialsapplicable Annex, and neither Party Order shall be liable for any claims arising from become the unauthorized use sole property of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationChemonics.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided 12.1 For any technology / software / product used/supplied by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Service Provider for performing Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes Bank as part of this Agreement Agreement, Service Provider shall be jointly owned by the Parties, unless otherwise agreed in writinghave right to use as well as right to license such technology/ software / product. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party Bank shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall not be liable for any license or IPR violation on the part of Service Provider. 12.2 Without the Bank’s prior written approval, Service provider will not, in performing the Services, use or incorporate link to or call or depend in any way upon, any software or other intellectual property that is subject to an Open Source or Copy left license or any other agreement that may give rise to any third-party claims arising from or to limit the unauthorized use of these materials. The provisions of Bank’s rights under this Section shall survive the termination or expiration Agreement. 12.3 Subject to below mentioned sub-clause 12.4 and 12.5 of this Agreement, ensuring Service Provider shall, at its own expenses without any limitation, indemnify and keep fully and effectively indemnified the Bank against all costs, claims, damages, demands, expenses and liabilities whatsoever nature arising out of or in connection with all claims of infringement of Intellectual Property Right, including patent, trademark, copyright, trade secret or industrial design rights of any third party arising from the Services or use of the technology / software / products or any part thereof in India or abroad. 12.4 The Bank will give (a) notice to Service Provider of any such claim without delay/provide reasonable assistance to Service Provider in disposing of the claim; (b) sole authority to defend and settle such claim and; (c) will at no time admit to any liability for or express any intent to settle the claim provided that (i) Service Provider shall not partially settle any such claim without the written consent of the Bank, unless such settlement releases the Bank fully from such claim, (ii) Service Provider shall promptly provide the Bank with copies of all rights and restrictions pleadings or similar documents relating to intellectual property continue any such claim, (iii) Service Provider shall consult with the Bank with respect to the defense and settlement of any such claim, and (iv) in any litigation to which the Bank is also a party, the Bank shall be entitled to be enforced. From time separately represented at its own expenses by counsel of its own selection. 12.5 Service Provider shall have no obligations with respect to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available any infringement claims to the other Party (as extent that the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether infringement claim arises or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information thatresults from: (i) is Service Provider’s compliance with the Bank’s specific technical designs or becomes generally available instructions (except where Service Provider knew or should have known that such compliance was likely to result in an Infringement Claim and Service Provider did not inform the public other than as a result Bank of the Recipient's breach of this Section 8same); or (ii) is any unauthorized modification or becomes available to alteration of the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; deliverable (iiiif any) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationBank.

Intellectual Property Rights. All intellectual property rights 24.1 Save as expressly granted elsewhere under this Contract: 24.1.1 DFID shall not acquire any right, title or interest in materials, specifications, designs, trademarks, and proprietary information provided by or to the Client shall remain the exclusive property Intellectual Property Rights of the Client. All intellectual property Supplier or its licensors, namely: (a) the Supplier Background IPR; and (b) the Third Party IPR. 24.1.2 the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of DFID or its licensors, including the: (a) DFID Background IPR; (b) DFID Data; (c) Project Specific IPRs; and (d) Programme Name and any rights and interests in processesit at all times. 24.2 Where either Party acquires, methodologiesby operation of Law, software, or proprietary tools developed solely by the Outsourcer in connection title to Intellectual Property Rights that is inconsistent with the Outsourced Services allocation of title set out in Clause24.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). 24.3 Neither Party shall have any right to use any of the other Party's names, logos or trade marks on any of its products or services without the other Party's prior written consent. 24.4 Any Project Specific IPRs created under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement Contract shall be jointly owned by the Parties, unless otherwise agreed in writingDFID. The Client DFID grants the Outsourcer Supplier a limited, non-exclusive, non-transferable, royalty-free license licence to use the Client’s intellectual property solely any DFID Background IPR and Project Specific IPRs for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill fulfilling its obligations under this Agreement and solely for purposes directly related Contract during its Term. 24.5 Subject to Clause 24.7, to the Outsourced Services provided. Neither extent that it is necessary to enable DFID to obtain the full benefits of ownership of the Project Specific IPRs, the Supplier hereby grants to DFID and shall procure that any relevant third party licensor shall grant to DFID a perpetual, irrevocable, non‐exclusive, assignable, royalty‐free licence to use, sub‐license and/or commercially exploit any Supplier Background IPRs or Third Party IPRs that are embedded in or which are an integral part of the Project Specific IPR Items. 24.6 The Supplier shall modifypromptly notify DFID if it is reasonably believes that it will be unable to grant or procure the grant of the licences set out in Clause 24.5 above and the Supplier shall provide full details of the adverse effect this may have on DFID’s use of the Project Specific IPRs. 24.7 Where the Supplier is unable to comply with Clause 24.5, adaptthe Supplier shall refrain from embedding or integrating any Supplier Background IPRs and/or Third Party IPRs with the Project Specific IPRs in such a way that could affect DFID obtaining full benefit of the ownership of those Project Specific IPRs, decompileexcept where DFID has provided express written Approval to do so. 24.8 The Supplier shall, reverse-engineerduring and after the Term, on written demand, indemnify DFID against all Losses incurred by, awarded against, or create derivative works based on agreed to be paid by DFID (whether before or after the other Party’s intellectual property without obtaining prior written consent. Use making of the other Party’s intellectual property for any purpose beyond demand pursuant to the scope of this Agreement indemnity hereunder) arising from an IPR Claim. 24.9 If an IPR Claim is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to made or anticipated, the Supplier must at its own licensing terms. Each Party represents that it has secured all necessary expense and DFID’s sole option, either: 24.9.1 procure for DFID the rights and permissions in Clause 24.5 without infringing the IPR of any third party; or 24.9.2 replace or modify the relevant item with non‐infringing substitutes with no detriment to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use functionality of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result performance of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationServices.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection (a) Concurrently with the Outsourced Services under this Agreement shall remain the exclusive property delivery of the Outsourcer. Any intellectual property developed jointly by the Parties specifically each Compliance Certificate for the purposes of this Agreement months ending March 31, June 30, September 30 and December 31 pursuant to Section 6.4, Borrower shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior give Agent written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information thatnotice of: (i) is any registration or becomes generally available to filing of any Trademark, Copyright or Patent by any Loan Party since the public other than as a result delivery of the Recipient's breach prior Compliance Certificate including the date of this Section 8such registration or filing, the registration or filing numbers, the jurisdiction of such registration or filing, and a general description of such registration or filing and shall execute an Intellectual Property Security Agreement and take such other actions as necessary or that Agent (at direction of the Required Lenders) may request to perfect and maintain a first priority perfected security interest in favor of the Agent; (ii) is or becomes available any material change to the Recipient on a non-confidential basis from a third-party sourceany Loan Party’s material Intellectual Property, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was Parent’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of its or any other Loan Party’s material Intellectual Property. (b) The Loan Parties shall (and shall cause all its licensees to) (i) (1) continue to use each material Trademark in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable requirements of law, (4) not adopt or use any other Trademark that is confusingly similar or a colorable imitation of such Trademark unless the Agent shall obtain a perfected security interest in such other Trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (w) such Trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any material Patent may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (y) any portion of the material Copyrights may become invalidated, otherwise impaired or fall into the public domain or (z) any material trade secret may become publicly available or otherwise unprotectable. (c) The Loan Parties shall notify the Agent promptly if it knows, or has reason to know, that any application or registration relating to any material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, or of any adverse determination or development regarding the validity or enforceability or such entity’s ownership of, interest in, right to use, register, own or maintain any material Intellectual Property (including the institution of, or any such determination or development in, any proceeding relating to the foregoing in any intellectual property office). The Loan Parties shall take all actions that are necessary or reasonably requested by the Agent (at the direction of the Required Lenders) to maintain and pursue each application (and to obtain the relevant registration or recordation) and to maintain each registration and recordation included in the Recipient's possession prior material Intellectual Property. (d) The Loan Parties shall not knowingly do any act or omit to do any act to infringe, misappropriate, dilute, violate or otherwise impair the Discloser's disclosure hereunder; Intellectual Property of any other Person. In the event that any material Intellectual Property of the Loan Parties is or (iv) was has been infringed, misappropriated, violated, diluted or is independently developed otherwise impaired by a third party, such entity shall take such action as it reasonably deems appropriate under the Recipient without using any Confidential Informationcircumstances in response thereto, including promptly bringing suit and recovering all damages therefor.

Intellectual Property Rights. 15.1 Save as granted under this Contract, neither the CLIENT nor the SERVICE PROVIDER shall acquire any right, title or interest in the SERVICE PROVIDER‟s Pre-Existing Intellectual Property Rights nor in the CLIENT‟s Pre-Existing Intellectual Property Rights respectively. 15.2 All intellectual property rights in materials, specifications, designs, trademarks, Contract Generated Intellectual Property Rights shall be proprietary to and proprietary information provided owned by the Client CLIENT and the SERVICE PROVIDER shall remain enter into such documentation and perform such acts as the CLIENT shall request to properly vest such Contract Generated Intellectual Property Rights in the CLIENT. Accordingly the SERVICE PROVIDER hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights. 15.3 The SERVICE PROVIDER hereby grants to the CLIENT a royalty-free, irrevocable, non-exclusive property licence to such of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed SERVICE PROVIDER‟s Pre- Existing Intellectual Property Rights and for such term as the CLIENT shall require solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement Contract. 15.4 To the extent that the SERVICE PROVIDER creates any materials (in whatever form or media), including training, marketing, promotional or publicity materials, relating to the provision of the Ordered Services (“Service Materials”) it shall be jointly owned by provide copies of all Service Materials to the PartiesCLIENT promptly and the SERVICE PROVIDER hereby grants to the CLIENT a royalty free, unless otherwise agreed in writing. The Client grants the Outsourcer a limitedirrevocable, non-exclusive, non-transferable, royalty-free license exclusive licence for such term as the CLIENT shall require to use all and any Intellectual Property Rights in the Client’s intellectual property solely Service Materials as it shall reasonably require with the ability to sub-licence the same. 15.5 The SERVICE PROVIDER shall procure that the provision of the Ordered Services shall not infringe any Intellectual Property Rights of any third party. 15.6 The SERVICE PROVIDER shall indemnify the CLIENT 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 of the Ordered Services, except to the extent that such liabilities have resulted directly from the CLIENT‟s failure properly to observe its obligations under this Clause 15. 15.7 The SERVICE PROVIDER shall promptly notify the CLIENT if any claim or demand is made or action brought against the SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability of the Ordered Services hereunder. 15.8 The CLIENT shall promptly notify the SERVICE PROVIDER if any claim or demand is made or action brought against the CLIENT to which Clause 15.6 or Clause 15.7 may apply. The SERVICE PROVIDER shall at its own expense conduct any litigation arising there from and all negotiations in connection therewith and the CLIENT hereby agrees to grant to the SERVICE PROVIDER exclusive control of any such litigation and such negotiations. 15.9 The CLIENT shall at the request of the SERVICE PROVIDER afford to the SERVICE PROVIDER all reasonable assistance for the purpose of performing contesting any claim or demand made or action brought against the Outsourced Services under this AgreementCLIENT to which Clause 15.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 15.7 may apply. This license The SERVICE PROVIDER shall reimburse the CLIENT for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. 15.10 The CLIENT 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 15.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 15.7 may apply. 15.11 If a claim or demand is strictly for internal use and made or action brought to support which Clause 15.6 may apply, or in the execution reasonable opinion of the agreed deliverables. The Outsourcer grants SERVICE PROVIDER is likely to be made or brought, the Client SERVICE PROVIDER may at its own expense and within a limited license reasonable time either: 15.11.1 modify any or all of Ordered Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the Ordered Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted items or services and such substitution shall not increase the burden on the CLIENT such modified or substituted items shall be acceptable to the CLIENT, such acceptance not to be unreasonably withheld; or 15.11.2 procure a licence to use any Outsourcer Intellectual Property the Ordered Services on terms that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related are reasonably acceptable to the Outsourced Services provided. Neither Party CLIENT. 15.12 The foregoing provisions of this Clause 15 shall modify, adapt, decompile, reverse-engineer, not apply insofar as any such claim or create derivative works based on demand or action is in respect of: 15.12.1 any use by the other Party’s intellectual property without obtaining prior written consent. Use CLIENT of the other Party’s intellectual property for Ordered Services in combination with any purpose beyond item or service not supplied or approved by the scope SERVICE PROVIDER where such use of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials the Ordered Services directly gives rise to the claim, demand or action; or 15.12.2 any modification carried out by or on behalf of the CLIENT to any Ordered Service provided under this Agreement Contract if such modification is subject not authorised by the SERVICE PROVIDER in writing; or 15.12.3 any use by the CLIENT of the Ordered Services in a manner not reasonably to be inferred from the specification or requirements of the CLIENT. 15.13 In the event that the SERVICE PROVIDER has availed itself of its own licensing terms. Each Party represents rights to modify the Ordered Services or to supply a substitute service or services pursuant to Clause 15.11.1 or to procure a licence under Clause 15.11.2 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 thereafter under this Clause 15 in respect of the said claim, demand or action. 15.14 In the event that it a modification or substitution in accordance with Clause 15.11.1 above is not possible so as to avoid the infringement, or the SERVICE PROVIDER has secured all necessary rights and permissions been unable to use any such third-party materials, and neither Party procure a licence in accordance with Clause 15.11.2: 15.14.1 the CLIENT shall be entitled to terminate this Contract; and 15.14.2 the SERVICE PROVIDER shall be liable for the value of the additional costs incurred in implementing and maintaining replacement services. 15.15 This Clause 15 sets out the entire financial liability of the SERVICE PROVIDER with regard to the infringement of any claims arising from Intellectual Property Right by the unauthorized availability of the Ordered Services hereunder. This shall not affect the SERVICE PROVIDER‟s financial liability for other Defaults or causes of action that may arise hereunder. 15.16 The CLIENT warrants that the SERVICE PROVIDER‟s use of these materials. The provisions of this Section shall survive the termination any third party item supplied directly or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed indirectly by the Recipient without using CLIENT in accordance with any Confidential Informationinstructions given by the CLIENT 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. All intellectual property rights in materialsSubject to Section 8 (Ownership and right of Data), specificationsthe Intellectual Property Rights to the FiMVS and the EMVS will be held by FiMVO, designs, trademarks, EMVO and/or their subcontractors and/or service providers. The Company and proprietary information provided by the Client shall remain the exclusive property users of the ClientFiMVS and the EMVS will not obtain any Intellectual Property Rights to the FiMVS or EMVS. All intellectual property rights Any Company entity that lawfully generates Data in processes, methodologies, software, the FiMVS or proprietary tools developed solely by EMVS will be the Outsourcer owner of and responsible for such Data in connection accordance with the Outsourced Services under this Agreement shall remain the exclusive property Article 38 of the OutsourcerDelegated Regulation. Any intellectual property developed jointly by Except for the Parties specifically Data listed under Article 33 paragraph 2 of the Delegated Regulation and the information on the status of a unique identifier for the sole purpose of verification (Article 38, paragraph 1 of the Delegated Regulation), the Data will not be accessible for any other party. However, as set out in Article 4(3) above, FiMVO may allow access to all Data in the FiMVS to national competent authorities as provided for under Article 39 of the Delegated Regulation. The Company has the right of access only to the Data for medicinal products for which it is the MAH or is duly authorized for this purpose as the representative of the MAH. The Company bears full responsibility for its actions when accessing the Data. FiMVO will only grant access to the FiMVS and the Data contained therein to competent authorities for its territory for the purposes set out in Article 39 of this Agreement shall be jointly owned by the PartiesDelegated Regulation and in so far as they concern FiMVO's own territory, unless otherwise agreed in writingrequired under the Directive, Delegated Regulation, or under relevant legislation applicable to FiMVO. The Client grants In the Outsourcer a limitedaforesaid case, non-exclusive, non-transferable, royalty-free license FiMVO will inform the Company without undue delay of granting access to use the ClientCompany’s intellectual property solely for the purpose of performing the Outsourced Services under this AgreementData (unless such information would be prohibited by law). This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each If either Party shall use processes the other Party’s intellectual property only as necessary Personal Data, the Parties shall conclude a separate data processing agreement before beginning the processing activities. The data processing agreement will include terms and conditions in accordance with applicable data protection laws, including the EU General Data Protection Regulation. FiMVO shall be responsible for taking appropriate security measures to fulfill its obligations under this Agreement protect the confidentiality of the Data in the FiMVS, including against unauthorized access, interception or disruption, and solely for purposes directly related to use appropriate efforts to ensure that no malicious software, malware or other code is introduced into the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineerEMVS, or create derivative works based any component thereof, by FiMVO or any other third party under FiMVO’s control. If either Party becomes aware of a Security Breach that might have effects on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that , it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to notify the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information thatwithout undue delay thereof. The notification shall contain: (i) is or becomes generally available to the public other than as a result nature of the Recipient's breach Security Breach, including the categories and number of this Section 8persons affected, and the categories and number of relevant Data records; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiryconsequences of the Security Breach; (iii) was in case a Security Breach is caused by a fault or failure of a Party, such Party shall notify the Recipient's possession prior other Party of the measures undertaken by the Party concerned to repair the Discloser's disclosure hereunderSecurity Breach and limit its consequences; or and (iv) was the measures that are or is independently developed will be undertaken by the Recipient without using any Confidential InformationParty concerned to prevent such Security Breach in the future. In the event of a Security Breach, the Company shall upon FiMVO’s request: (i) cooperate with FiMVO in investigating the Security Breach; (ii) take all reasonable steps to repair the Security Breach and limit its consequences; (iii) take all reasonable steps to prevent the recurrence of such Security Breaches in the future; and (iv) assist FiMVO in measures required by applicable law.

Intellectual Property Rights. 13.1 All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information any materials provided by the Client shall FRC to the RSB for the purposes of the parties carrying out their responsibilities under this Delegation Agreement will, to the extent that they were owned by the FRC at the time of such provision, remain the exclusive property of the ClientFRC but the FRC grants the RSB a personal, non-assignable, non-sub licensable, royalty-free, irrevocable, non- exclusive and non-transferable licence to use such materials (excluding FRC codes, standards, guidance and/or other materials provided by the FRC to the RSB for corporate governance, stewardship, corporate reporting, accounting, auditing, assurance services and actuarial work) to perform its obligations under this Delegation Agreement during the Term. If and to the extent that any intellectual property rights in such materials vest in the RSB by operation of law the RSB assigns to the FRC by way of present assignment of future rights all its intellectual property in such materials (with full title guarantee and free from all third party rights). 13.2 All intellectual property rights (foreground and background) in processesthe RSB Audit Materials will vest in the RSB. If, methodologiesand to the extent that, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any any intellectual property developed jointly rights in such materials vest in the FRC by operation of law, the Parties specifically FRC assigns to the RSB by way of a present assignment of future rights that will take place immediately on the coming into existence of any such intellectual property rights, all its intellectual property rights in such materials (with full title guarantee and free from all third party rights). 13.3 The RSB grants the FRC a royalty-free, irrevocable, non-exclusive non-transferable licence to use the RSB Audit Materials for the purposes of this Agreement performing one or more Reclaimed Tasks, and such licence shall be jointly owned by effective from the Parties, unless otherwise agreed in writing. The Client day that the FRC reclaims a Delegated Task and shall continue until reinstatement of the Delegated Task to the RSB. 13.4 Where the FRC reclaims from the RSB any Regulatory Task and instructs another party to complete such Reclaimed Task the RSB hereby grants the Outsourcer a limitedappointed party an irrevocable, non-exclusive, non-transferable, royalty-free license non- transferable licence to use such RSB Audit Materials as are reasonably required to enable the Client’s intellectual property solely appointed party to complete the transferred work in progress. Such licence shall expire on the earlier of: (a) in the case of Reclaimed Tasks deriving from the Delegated Tasks at clause 2.1(e), completion by the appointed party of the respective transferred investigation(s); or in the case of Reclaimed Tasks deriving from the Delegated Tasks at clauses 2.1(a)-(d), completion by the appointed party of the transferred matters for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution applicable regulatory year; (b) reinstatement of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related Delegated Task to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on RSB; or (c) the other Party’s intellectual property without obtaining prior written consent. Use retention by the FRC of the other Party’s intellectual property for any purpose beyond Delegated Task as a Retained Task by the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents FRC. 13.5 The RSB acknowledges that it has secured all necessary rights and permissions may be the recipient of a licence granted by another RSB under a different delegation agreement which is identical to use any such third-party materials, and neither Party shall be liable for any claims arising from or substantially the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (same as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationlicence set out above at clause 13.

Intellectual Property Rights. All intellectual property rights 39.1 Subject to Clause 39.2, all Intellectual Property Rights in materialsthe Equipment and any developments, specificationsenhancements, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, updates or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under upgrades made thereto pursuant to this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the PartiesContract will, unless otherwise agreed in writing. writing by the Parties, vest in and remain the property of the Contractor or its applicable Third Party licensor(s). 39.2 The Client Contractor hereby grants (and will procure that each relevant Third Party will grant) to the Outsourcer Authority a limitedperpetual, irrevocable, non-exclusive, royalty-free and transferable licence to access and use the Equipment and all existing and future Intellectual Property Rights contained in them to perform the Services in accordance with this Contract (to continue in effect after termination of this Contract irrespective of whether or not the Contractor is involved in the provision of the Services); such right includes the right for the Authority to grant perpetual, irrevocable, non-transferableexclusive, royalty-free license and transferable sub-licences to use the Client’s intellectual property solely TfL Group, the MPS, their authorised agents and any Replacement Contractors. 39.3 The Contractor will promptly notify the Authority upon becoming aware of an infringement or alleged infringement or potential infringement of any Intellectual Property Rights which affects or may affect the provision or receipt of the Services or any Equipment, or if any claim or demand is made or action brought for infringement or alleged infringement of any such Intellectual Property Rights. 39.4 The Contractor will defend, indemnify and hold harmless the Indemnified Parties against all Losses that arise from or are incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights of a third party in respect of the Services and/or the Equipment, third party Confidential Information or other similar proprietary rights, and against all Losses of any kind which the Indemnified Parties may incur as a result of such infringement or alleged infringement. 39.5 The Authority will, at the request of the Contractor, give the Contractor all reasonable assistance for the purpose of performing contesting any such claim, demand, or action. The Contractor will reimburse the Outsourced Services under this Agreement. This license is strictly Authority for internal use all costs and expenses (including legal costs) incurred in doing so and/or the Contractor will at its own expense conduct any litigation and all negotiations arising from such claim, demand or action, provided that the Authority may participate in such defence or negotiations to support the execution protect its interests or those of the agreed deliverables. The Outsourcer grants Indemnified Parties. 39.6 In addition to the Client Contractor’s obligation to indemnify the Indemnified Parties and any other rights which the Authority may have, if a limited license claim or demand is made or action brought to which Clause 39.3 applies or in the reasonable opinion of the Contractor is likely to be made or brought, or which causes the use of the Services or the Equipment or any Outsourcer Intellectual Property that is incorporated into part thereof to be disrupted or impaired, the deliverablesContractor will after consultation with the Authority, solely at its own expense, promptly: 39.6.1 use its best efforts to secure the right for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary alleged infringing item to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time used on terms which are acceptable to time during the duration Authority; or 39.6.2 if the right provided under Clause 39.6.1 is not available, the Contractor having used its best efforts to secure such right, then the Contractor will (if appropriate) modify the infringing or alleged infringing item so as to avoid the infringement, provided such modification does not reduce the performance, functionality or quality of the said item and provided that the terms of this AgreementContract will apply mutatis mutandis to such modified item and such item is accepted by the Authority; or 39.6.3 if such solution cannot be accomplished by the Contractor taking all such steps as are appropriate to achieve such outcome, either Party (as then the "Discloser") may disclose or make available to Contractor will replace such item and substitute an alternative of at least equal performance, functionality and quality. 39.7 If the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information Contractor does not include any information that: determine within ten (i10) is Working Days of a claim being presented to assume the defence of an indemnified claim within the required notice period, or becomes generally available ceases to defend the public other than indemnified claim, the Authority will have the right to defend the claim in such manner as a result it may deem appropriate, at the cost and expense of the Recipient's breach Contractor, including payment of this Section 8; any judgement or award and the costs of settlement or compromise of the claim. In such instance, the Contractor will promptly reimburse and hold harmless the Authority for all such costs and expenses, (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationincluding legal costs).

Intellectual Property Rights. All intellectual 5.1 Intellectual property rights on the work products created during Party B’s provision of Services shall belong to Party B. 5.2 As the operation of Party A’s Business relies on Party B’s provision of Services hereunder, Party A agrees to the following arrangements in materialsrespect of the Business-related Technology developed by Party A on the basis of such Services: (1) if the Business-related Technology is further developed by Party A upon entrustment of Party B, specificationsor is jointly completed by Party A and Party B, designsthe titles thereon and relevant application right for patent shall belong to Party B; (2) if the Business-related Technology is further developed by Party A independently, trademarksthe titles thereon shall be owned by Party A, provided that (A) Party A informs Party B of the details of such Business-related Technology in time and provides relevant materials required by Party B; (B) in the event that Party A proposes to license or transfer such Business-related Technology, Party B shall have the priority to purchase, or Party A shall grant Party B an exclusive license, subject to compliance with mandatory provisions of the PRC laws, and proprietary information Party B may use such Business-related Technology within the scope transferred or granted by Party A (but Party B has the right to determine whether to accept such transfer or license). Only when Party B waives its priority to purchase or the exclusive right to use such Business-related Technology, Party A may transfer the title on such Business-related Technology to any third party or license any third party to use such Business-related Technology provided that the conditions (including but not limited to transfer price or license fees) should not be favorable than those offered to Party B, and Party A shall guarantee that such third party fully complies with and performs the relevant liabilities and obligations to be complied with and performed by Party A hereunder; and (C) except for the circumstances set forth in item (B) above, within the period provided by the Client Article 8.1 hereof, Party B is entitled to purchase such Business-related Technology, at which time Party A shall remain the exclusive property consent to such purchase by Party B, subject to compliance with mandatory provisions of the Client. All intellectual property rights in processesPRC Law, methodologies, software, at a price of Renminbi one yuan (RMB1.00) or proprietary tools developed solely the minimum price permitted by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license then effective Law. 5.3 If Party B is exclusively licensed to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This Business-related Technology according to Article 5.2(2) hereof, such license is strictly for internal use and subject to support the execution provisions below: (1) the license term shall be at least five (5) years (commencing from the effective date of the agreed deliverables. The Outsourcer grants the Client a limited relevant license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond agreement); (2) the scope of this Agreement is strictly prohibited. Any thirdlicense shall be defined to the fullest extent; (3) within the term and scope of the license, except Party B, no other party (including Party A) may use or license others to use such Business-party intellectual property incorporated related Technology in materials provided under this Agreement is any manner; (4) subject to compliance with Article 5.3(3), Party A is entitled to determine, at its own licensing terms. Each sole discretion, to license such technology to other third party; and (5) upon expiry of the license term, Party represents that it has secured all necessary rights and permissions B is entitled to use any such third-party materialsrequest renewal of the license agreement, and neither Party A shall agree. The renewed license agreement shall have the same terms with the original one, except for changes acknowledged by Party B. 5.4 Notwithstanding any provision of the above Article 5.2(2) hereof, the patent application for any Business-related Technology described in that article shall be liable conducted in accordance with the following provisions: (1) if Party A intends to apply for patent on any claims arising from Business-related Technology described in such Article, Party B’s prior written consent is required; (2) Party A may apply for patent by itself or transfer such application right to a third party only upon Party B’s waiver of the unauthorized use right to purchase such application right for patent. If Party A transfers the aforesaid application right for patent to a third party, it shall guarantee that such third party fully complies with and performs the relevant liabilities and obligations to be complied with and performed by Party A hereunder; in addition, the conditions of these materials. The provisions Party A’s transfer of the application right for patent to a third party (including but not limited to transfer price) shall not be favorable than those proposed to Party B pursuant to Paragraph 3 of this Section shall survive Article. (3) during the termination or expiration term of this Agreement, ensuring that all rights Party B may at any time require Party A to apply for patent on such Business-related Technology, and restrictions relating decide at its own discretion whether to intellectual property continue purchase such application right for such patent. At Party B’s request, Party A shall transfer such application right to be enforcedParty B, subject to compliance with mandatory provisions of the PRC law, at a price of Renminbi one yuan (RMB1.00) or the minimum price permitted by the then effective law. From time to time during Party B shall become the duration legal owner of this Agreement, either such patent after it acquires the application right for patent on such Business-related Technology and applies for and obtains such patent. 5.5 Each Party (as the "Discloser") may disclose or make available warrants to the other Party (as that it will compensate the "Recipient"), non-public, proprietary, other Party for any and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed all economic losses incurred by the Recipient without using other Party due to its infringement of any Confidential Informationother person’s intellectual property rights (including copyright, trademark, patent and know-how).

Intellectual Property Rights. All intellectual property rights 16.1 Save as expressly granted under this DPS Agreement or a Contract, neither the Administering Authority, the Provider or the Contracting Authority shall acquire any right, title or interest in materials, specifications, designs, trademarks, and proprietary information provided by or to the Client shall remain the exclusive property Intellectual Property Rights of the Client. All intellectual property rights in processesother Party. 16.2 Where either Party acquires, methodologiesby operation of Law, software, or proprietary tools developed solely by the Outsourcer in connection title to any Intellectual Property Right that is inconsistent with the Outsourced Services under this Agreement allocation of title set out in Clause 16.1 (Intellectual Property Rights) it shall remain assign in writing such Intellectual Property Right to the exclusive property other Party on the request of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement other Party (whenever made). 16.3 Neither Party shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license have any right to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use of the other Party’s intellectual property only as necessary 's names, logos or trademarks on any of its products or services without the other Party's prior written consent. 16.4 The Provider shall ensure and procure that the performance of the Provider's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 16.5 The Provider shall at all times during and after the Term indemnify the Administering Authority against all Losses incurred by, awarded against or agreed to fulfill be paid by the Administering Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 16.6 If an IPR Claim is made, or the Provider anticipates that an IPR Claim might be made, the Provider may, at its own expense and sole option, either: 16.6.1 procure for the Administering Authority the right to continue using the relevant item which is subject to the IPR Claim; or 16.6.2 replace or modify the relevant item with non-infringing substitutes provided that: (a) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (b) the replaced or modified item does not have an adverse effect on the Providers performance of its obligations under this Agreement and solely for purposes directly related DPS Agreement; (c) there is no additional cost to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on Administering Authority; and (d) the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope terms and conditions of this DPS Agreement is strictly prohibited. Any third-party intellectual property incorporated shall apply to the substituted item. 16.7 If the Provider elects to procure a licence in materials provided under accordance with Clause 16.6.1 (Intellectual Property Rights) or to modify or replace an item pursuant to Clause 16.6.2 (Intellectual Property Rights), but this has not avoided or resolved the IPR Claim, then: 16.7.1 the Administering Authority may terminate this DPS Agreement is subject by written notice with immediate effect; and 16.7.2 without prejudice to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materialsthe indemnity set out in Clause 16.5 (Intellectual Property Rights), and neither Party the Provider shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights reasonable and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result unavoidable costs of the Recipient's breach substitute items and/or services including the additional costs of this Section 8; (ii) is or becomes available to procuring, implementing and maintaining the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationsubstitute items.

Intellectual Property Rights. All intellectual property rights 12.1 The CONTRACTOR hereby assigns (and will procure the assignment) with full title guarantee to the CPS all INTELLECTUAL PROPERTY RIGHTS owned by the CONTRACTOR or any SUB-CONTRACTOR in materialsall DATA, reports, drawings, specifications, designs, trademarksinventions, and proprietary information provided plans, programs or other material to be produced by the Client shall remain CONTRACTOR or acquired by the exclusive property CPS in the course of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely performance of the PROJECT (the “DOCUMENTATION”) and any other material which is generated by the Outsourcer CONTRACTOR or any SUB-CONTRACTOR in connection with the Outsourced Services under this Agreement shall remain the exclusive property performance of the OutsourcerPROJECT (together, in this Condition, the “PROJECT MATERIAL”) and waives (and shall procure the waiver of) all moral rights relating to the PROJECT MATERIAL. Any intellectual property developed jointly The CONTRACTOR shall not (and shall procure that no SUB-CONTRACTOR shall) reproduce, publish or supply any PROJECT MATERIAL to any PERSON other than the CPS without prior consent of the CPS in writing. 12.2 In performing the PROJECT the CONTRACTOR shall obtain the prior consent of the CPS in writing before utilising any material, which is or may be subject to any INTELLECTUAL PROPERTY RIGHTS of the CPS or any third parties and shall procure in favour of the CPS any necessary licences relative thereto. 12.3 The CONTRACTOR shall indemnify the CPS against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of:- 12.3.1 any claim that the PROJECT infringes any INTELLECTUAL PROPERTY RIGHT of any third parties; and 12.3.2 any breach by the Parties specifically CONTRACTOR of this Condition. 12.4 The CPS shall promptly notify the CONTRACTOR if any claim is made against the CPS to which Condition 12.3 may apply. 12.5 The CPS shall indemnify the CONTRACTOR against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any claim that any material provided to the CONTRACTOR by the CPS for the purposes of this Agreement shall be jointly owned the PROJECT infringes any INTELLECTUAL PROPERTY RIGHT of any third party, provided always that the same have been utilised by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property CONTRACTOR solely for the purpose purposes of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill carrying out its obligations under this Agreement CONTRACT. 12.6 The CONTRACTOR shall promptly notify the CPS if any claim is made against the CONTRACTOR to which Condition 12.5 may apply. 12.7 Where a party (“the INDEMNIFIED PARTY”) makes a claim under the indemnities in Conditions 12.3 or 12.5 against the other (“the PAYING PARTY”), the PAYING PARTY shall be entitled to conduct the defence of such claim including defending any proceedings and solely for purposes directly related the INDEMNIFIED PARTY shall not without the consent of the PAYING PARTY make any admissions or offers of settlement in relation to such claim and shall at the PAYING PARTY’s cost offer all reasonable assistance to the Outsourced Services provided. Neither Party shall modifyPAYING PARTY in the defence of such claim. 12.8 The CONTRACTOR will sign such documents and do all such things as may be necessary to vest in the CPS INTELLECTUAL PROPERTY RIGHTS in the PROJECT MATERIALS and to protect, adapt, decompile, reverse-engineer, or create derivative works based on defend and enforce such rights. 12.9 The CONTRACTOR acknowledges that the other Party’s intellectual property without obtaining prior written consent. Use DATA of the other Party’s intellectual CPS is the property for any purpose beyond of the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated CPS and the CPS hereby reserves all INTELLECTUAL PROPERTY RIGHTS which may subsist in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materialsDATA. The provisions of this Section CONTRACTOR shall not delete or remove any copyright notices contained within or relating to the DATA. 12.10 This Condition shall survive the expiry or termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationCONTRACT howsoever arising.

Intellectual Property Rights. All intellectual property rights Unless otherwise specified in materialsan Order, specificationsCSI and Client irrevocably agree that all existing and future Intellectual Property Rights in the Managed Services, designs, trademarksServices, and proprietary information provided by Products and CSI’s Background Intellectual Property will at all times during the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes continuance of this Agreement shall be jointly owned by the Parties, unless otherwise agreed agreement and following termination vest absolutely in writingCSI or CSI’s suppliers. The Client grants the Outsourcer to CSI a limited, non-exclusive, non- transferable licence to use Client’s Input Material and Client’s Intellectual Property Rights during the term of the agreement for the purpose of: 8.2.1 supplying the Managed Services, Services and/ or Products including any Equipment; 8.2.2 complying with any of its obligations under the agreement or any Order. CSI grants to Client a non-transferableexclusive, royalty-free license non- transferable licence to use the ClientEquipment and CSI’s intellectual property solely Background Intellectual Property for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants Managed Services, Services and/ or Products during the Client a limited license to use continuance of any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use Order. 8.4.1 keep confidential the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely Input Material save for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use those parts of the other Party’s intellectual property for Input Material which came into the public domain or the possession of the other Party otherwise than by breach of obligations of confidentiality; 8.4.2 maintain reasonable control over the Party’s Input Material and their location and upon request forthwith produce such record to the other Party; 8.4.3 notify the other Party immediately if it becomes aware of any purpose beyond unauthorised use of the scope whole or any part of this Agreement is strictly prohibited. Any third-party intellectual property incorporated the other Party’s Input Material by any third party; and 8.4.4 without prejudice to the foregoing, take all such other reasonable steps as shall from time to time be necessary to protect the Confidential Information and Intellectual Property Rights of the other Party in materials provided under this Agreement is subject the other Party’s Input Material at least equal to its the steps taken to safeguard their own licensing termsConfidential Information. Each Party represents shall inform their respective Personnel that it has secured the other Party’s Input Material constitutes Confidential Information of the other Party and that all Intellectual Property Rights therein are the property of the other Party and each Party shall take all reasonable steps as shall be necessary rights and permissions to use any such third-party materialsensure compliance by its personnel with the provisions of Clause 8.4. Save as expressly set out or contemplated in the agreement, and neither Party shall be liable entitled to copy in whole or in part the other Party’s Input Material and each Party shall ensure where copying is authorised it only copies such Input Material to the extent necessary for the performance of its obligations hereunder. Each Party (the “Indemnifying Party”) will indemnify and hold harmless the other Party (the “Indemnified Party”) from and against any claims arising from damages and other liabilities (including reasonable costs) that may be awarded or payable by the unauthorized Indemnified Party to any third party in respect of any claim or action that the use of these materials. The the Indemnifying Party’s Input Material in accordance with the provisions of this Section shall survive the termination agreement by the Indemnified Party infringes the Intellectual Property Rights of any third party. Where the Indemnified Party wishes to rely on the indemnity in Clause 8.7 or expiration of this AgreementClient wishes to rely on the indemnity in Clause 8.8, ensuring that all rights and restrictions relating it must: 8.9.1 give notice to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party Indemnifying Party/CSI (as applicable) of any such suspected Intellectual Property Rights Infringement forthwith upon becoming aware of the "Discloser"same; 8.9.2 give the Indemnifying Party/CSI (as applicable) may disclose the sole conduct of the defence to any claim or make available action in respect of an Intellectual Property Rights infringement and not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the Indemnifying Party/CSI (as applicable); and 8.9.3 act in accordance with the reasonable instructions of the Indemnifying Party/CSI (as applicable) and give to the Indemnifying Party/CSI (as applicable) such assistance as it shall reasonably require in respect of the conduct of the said defence, including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents. Notwithstanding the provisions of Clause 8.9.2, the Indemnifying Party/CSI (as applicable) agrees that it shall not dispute the reasonableness of the amount of any settlement of any claim entered into by the Indemnified Party/Client (as applicable) where it has received reasonable notice and has either failed or refused to defend or has denied (or reserved its right to deny) an obligation to defend and indemnify the Indemnified Party/Client (as applicable). Any Party obliged to indemnify the other Party under Clauses 8.7 or 8.8 shall reimburse the other Party its reasonable costs properly incurred in complying with the provisions of Clauses 8.7 or 8.8. Neither Party shall have any liability to the other Party (as in respect of an Intellectual Property Rights infringement if it results from any breach of the "Recipient")other Party’s obligations under the agreement. In the event of there being an Intellectual Property Rights infringement, action or claim in respect of the use of either Party’s Input Material, the Party liable to indemnify the other Party under Clauses 8.7 or 8.8 shall be entitled at its own expense and option either to: 8.13.1 procure the right for the other Party to continue using the infringing Party’s Input Materials; or 8.13.2 make alterations, modifications or adjustments to the infringing Party’s Input Materials so that they become non- infringing; or 8.13.3 replace the infringing Party’s Input Material with non-publicinfringing substitutes. If either Party in its reasonable judgement is not able to exercise any of the options set out in Clause 8.13 within one month of the date it receives notice of an Intellectual Property Rights infringement, proprietaryaction or claim, and confidential information of Discloser [whether then without prejudice to any other rights or not marked or labeled as "confidential"/that, if disclosed in writing remedies it may have under this agreement or other tangible form is clearly labeled as "confidential," or if disclosed orallyrelevant Order, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (iit shall then be entitled to terminate the relevant Order(s) is or becomes generally available under which such infringement has arisen by giving ten Business Days’ notice to the public other than as a result of the Recipient's breach of this Section 8; (ii) Party and where there is or becomes available any related Equipment belonging to the Recipient CSI, such Equipment may be returned to CSI and on a non-confidential basis from a third-party sourcedelivery to CSI, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationrelated monies shall be refunded.

Intellectual Property Rights. All intellectual property Pre-existing IPR 20.1 Each Party shall retain its rights in materialsits own Pre-existing IPR. Except as expressly provided in this clause 20 (Intellectual Property Rights), specificationsneither Party shall gain by virtue of this Agreement any rights of ownership in any Intellectual Property Rights owned by the other Party or any third party. 20.2 The Service Provider shall procure that all members of the Service Provider’s Team waive all Moral Rights (as defined in has the meaning set out in Chapter IV of the UK Copyright, designsDesigns and Patents Act 1988) that such individuals may have in any deliverable or item provided to, trademarksor used by, Aspen in connection with this Agreement. 20.3 Developed IPR shall be solely owned by Aspen and shall vest in Aspen on creation. The Service Provider may use the Developed IPR solely to provide the Services to Aspen during the Term. To the extent that title and/or ownership rights may not automatically vest in Aspen as contemplated by this clause, the Service Provider agrees to irrevocably assign, transfer and convey to Aspen all rights, title and ownership in the Developed IPR. The Service Provider shall and shall procure that all Service Provider personnel shall give Aspen or its designees, all reasonable assistance and execute all documents necessary to assist or enable Aspen to perfect, preserve, register or record its rights in the Developed IPR. 20.4 The Service Provider shall ensure that where Developed IPR is comprised of software, it shall deliver the same in source code and object code form, with appropriate documentation and that both versions shall be able to be used by a reasonably skilled programmer familiar with the relevant software language. 20.5 Save for the rights in the Pre-existing IPR and any Enhancements arising in relation to COTS Materials (it being acknowledged that as at the Effective Date no such COTS Materials have been identified), the Service Provider grants to Aspen and its Affiliates a royalty free, world- wide, non-exclusive transferable licence (at no additional charge and including the right to sub- licence) to use, copy, modify, and proprietary information prepare derivative works of: 20.5.1 the Service Provider’s Pre-existing IPR; 20.5.2 the Enhancements; and 20.5.3 any Third Party IPR used or provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer it in connection with the Outsourced Services under this Agreement shall remain the exclusive property delivery of the OutsourcerServices, in each case: (i) in connection with Aspen’s and its Affiliates use and receipt of the Deliverables, Services or any Replacement Services provided in-house or by a Successor Service Provider, or any Related Services; and (ii) on a perpetual and irrevocable basis to the extent the same are embedded in or form part of any Developed IPR and in all other cases during the Term and during any Termination Assistance Period. Any intellectual property developed jointly by the Parties specifically for For the purposes of this Agreement shall be jointly owned by the Partiesclarity, unless otherwise specifically agreed to the contrary in writing. The Client an SOW, no right is granted to Aspen or its Affiliates to extract, separate, use or commercially exploit any Pre-existing IPR or Enhancements on a stand-alone basis, or as a separate development tool. 20.6 Aspen grants to the Outsourcer Service Provider a limited, non-exclusive, non-transferable, royaltyrevocable licence (including the right to sub-free license licence, but only to use the Client’s intellectual property solely subcontractors approved by Aspen in accordance with this Agreement) to use, copy, modify, and prepare derivative works of Aspen IPR for the sole purpose of performing providing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time Aspen during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationTerm.

Intellectual Property Rights. All intellectual property rights 16.1 Save as expressly granted under this DPS Agreement or a Contract, neither the Administering Authority, the Provider or the Contracting Authority shall acquire any right, title or interest in materials, specifications, designs, trademarks, and proprietary information provided by or to the Client shall remain the exclusive property Intellectual Property Rights of the Client. All intellectual property rights in processesother Party. 16.2 Where either Party acquires, methodologiesby operation of Law, software, or proprietary tools developed solely by the Outsourcer in connection title to any Intellectual Property Right that is inconsistent with the Outsourced Services under this Agreement allocation of title set out in Clause 16.1 it shall remain assign in writing such Intellectual Property Right to the exclusive property other Party on the request of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement other Party (whenever made). 16.3 Neither Party shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license have any right to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use of the other Party’s intellectual property only as necessary 's names, logos or trademarks on any of its products or services without the other Party's prior written consent. 16.4 The Provider shall ensure and procure that the performance of the Provider's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 16.5 The Provider shall at all times during and after the Term indemnify the Administering Authority against all Losses incurred by, awarded against or agreed to fulfill be paid by the Administering Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 16.6 If an IPR Claim is made, or the Provider anticipates that an IPR Claim might be made, the Provider may, at its own expense and sole option, either: 16.6.1 procure for the Administering Authority the right to continue using the relevant item which is subject to the IPR Claim; or 16.6.2 replace or modify the relevant item with non-infringing substitutes provided that: (a) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (b) the replaced or modified item does not have an adverse effect on the Providers performance of its obligations under this Agreement and solely for purposes directly related DPS Agreement; (c) there is no additional cost to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on Administering Authority; and (d) the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope terms and conditions of this DPS Agreement is strictly prohibited. Any third-party intellectual property incorporated shall apply to the substituted item. 16.7 If the Provider elects to procure a licence in materials provided under accordance with Clause 16.6.1 or to modify or replace an item pursuant to Clause 16.6.2, but this has not avoided or resolved the IPR Claim, then: 16.7.1 the Administering Authority may terminate this DPS Agreement is subject by written notice with immediate effect; and 16.7.2 without prejudice to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materialsthe indemnity set out in Clause 16.5, and neither Party the Provider shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights reasonable and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result unavoidable costs of the Recipient's breach substitute items and/or services including the additional costs of this Section 8; (ii) is or becomes available to procuring, implementing and maintaining the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationsubstitute items.

Intellectual Property Rights. All intellectual property rights 25.1 Save as expressly granted elsewhere under this Contract: 25.1.1 DFID shall not acquire any right, title or interest in materials, specifications, designs, trademarks, and proprietary information provided by or to the Client shall remain the exclusive property Intellectual Property Rights of the Client. All intellectual property Supplier or its licensors, namely: (a) the Supplier Background IPR; and (b) the Third Party IPR. 25.1.2 the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of DFID or its licensors, including the: (a) DFID Background IPR; (b) DFID Data; (c) Project Specific IPRs; and (d) Programme Name and any rights and interests in processesit at all times. 25.2 Where either Party acquires, methodologiesby operation of Law, software, or proprietary tools developed solely by the Outsourcer in connection title to Intellectual Property Rights that is inconsistent with the Outsourced Services allocation of title set out in Clause 25.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). 25.3 Neither Party shall have any right to use any of the other Party's names, logos or trade marks on any of its products or services without the other Party's prior written consent. 25.4 Any Project Specific IPRs created under this Agreement Contract shall remain be owned by DFID. DFID grants the exclusive property Supplier a licence to use any DFID Background IPR and Project Specific IPRs for the purpose of fulfilling its obligations under this Contract during its Term. 25.5 Subject to Clause 25.7, to the extent that it is necessary to enable DFID to obtain the full benefits of ownership of the Outsourcer. Any intellectual property developed jointly by Project Specific IPRs, the Parties specifically for the purposes of this Agreement Supplier hereby grants to DFID and shall be jointly owned by the Partiesprocure that any relevant third party licensor shall grant to DFID a perpetual, unless otherwise agreed in writing. The Client grants the Outsourcer a limitedirrevocable, non-exclusive, non-transferableassignable, royalty-free licence to use, sub-license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution and/or commercially exploit any Supplier Background IPRs or Third Party IPRs that are embedded in or which are an integral part of the Project Specific IPR Items. 25.6 The Supplier shall promptly notify DFID if it is reasonably believes that it will be unable to grant or procure the grant of the licences set out in Clause 25.5 above and the Supplier shall provide full details of the adverse effect this may have on DFID’s use of the Project Specific IPRs. 25.7 Where the Supplier is unable to comply with Clause 25.5, the Supplier shall refrain from embedding or integrating any Supplier Background IPRs and/or Third Party IPRs with the Project Specific IPRs in such a way that could affect DFID obtaining full benefit of the ownership of those Project Specific IPRs, except where DFID has provided express written Approval to do so. 25.8 The Supplier shall, during and after the Term, on written demand, indemnify DFID against all Losses incurred by, awarded against, or agreed deliverables. The Outsourcer grants to be paid by DFID (whether before or after the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into making of the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related demand pursuant to the Outsourced Services provided. Neither Party shall modifyindemnity hereunder) arising from an IPR Claim. 25.9 If an IPR Claim is made or anticipated, adaptthe Supplier must at its own expense and DFID’s sole option, decompile, reverseeither: 25.9.1 procure for DFID the rights in Clause 25.5 without infringing the IPR of any third party; or 25.9.2 replace or modify the relevant item with non-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use infringing substitutes with no detriment to functionality of performance of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationServices.

Intellectual Property Rights. All intellectual property rights Allocation of title to IPR Save as granted under this Framework Agreement, neither Party shall acquire any right, title or interest in materials, specifications, designs, trademarks, and proprietary information provided by or to the Client shall remain the exclusive property Intellectual Property Rights of the Clientother Party. All intellectual property rights Where either Party acquires, by operation of Law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in processesClause 25.1.1, methodologiesit shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). Subject to Clauses 25.1.4, softwareneither Party shall have any right to use any of the other Party's names, logos or proprietary tools developed solely by trademarks on any of its products or services without the Outsourcer other Party's prior written consent. Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the Outsourced Services under this Agreement shall remain the exclusive property provision of the OutsourcerServices during the Framework Period and for no other purpose. Any intellectual property developed jointly IPR Indemnity 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. The Supplier shall at during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, awarded against or agreed to be paid by the Parties specifically Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the purposes of this Agreement shall be jointly owned by Authority the Parties, unless otherwise agreed in writing. The Client grants right to continue using the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement relevant item which is subject to its own licensing termsthe IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to the Authority; and the terms and conditions of this Framework Agreement shall apply to the replaced or modified Services. Each Party represents that it If the Supplier elects to procure a licence in accordance with Clause 25.2.3(a) or to modify or replace an item pursuant to Clause 25.2.3(b), but this has secured all necessary rights not avoided or resolved the IPR Claim, then: the Authority may terminate this Framework Agreement by written notice with immediate effect; and permissions without prejudice to use any such third-party materialsthe indemnity set out in Clause 25.2.2, and neither Party the Supplier shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights reasonable and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result unavoidable costs of the Recipient's breach substitute items and/or services including the additional costs of this Section 8; (ii) is or becomes available to procuring, implementing and maintaining the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationsubstitute items.

Intellectual Property Rights. All intellectual property rights 8.1 UCLPartners, the Bursary Recipient and NIA Fellow agree that all rights, title and interest in materialsor to any information, specificationsdata, designsreports, trademarksdocuments, procedures, forecasts, technology, Know-How and proprietary information provided any other Intellectual Property Rights whatsoever owned by any of UCLPartners, the Client Bursary Recipient and NIA Fellow before the Commencement Date or developed by any party during the Payment Period, shall remain the exclusive property of that party. 8.2 Any Intellectual Property Rights relating directly to the Client. All intellectual property development and creation of NIA Programme learning materials or related processes or more general innovation diffusion methods or techniques within or as a direct consequence of the NIA Programme, will be owned by UCLPartners. 8.3 Responsibility for patenting and licensing any Intellectual Property Rights arising from the NIA Programme, and ensuring that any other third party rights are protected and not breached or infringed in processestheir use, methodologies, software, remains with the party owning it. 8.4 Where UCLPartners has provided the Bursary Recipient or proprietary tools developed solely by the Outsourcer NIA Fellow with any of its Intellectual Property Rights for use in connection with the Outsourced Services under this Agreement shall remain Project (including without limitation its name and logo), the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the PartiesBursary Recipient and NIA Fellow shall, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights cease to use such Intellectual Property Rights immediately and restrictions relating shall either return or destroy such Intellectual Property Rights as requested by UCLPartners. 8.5 The NIA Fellow shall be entitled to intellectual property continue hold him or herself out as an NIA Fellow using guidelines approved by UCLPartners from time to time. 8.6 The NIA Programme is neither sponsoring specific innovations, nor in any way offering preferred innovation or supplier status to any individual, employer or organisation, nor opening up any distribution channels not otherwise available to other providers of similar services or products to the NHS. The NIA Fellow or the Bursary Recipient shall at any time hold this out to be enforced. From time to time during the duration case and if they did then that would be treated as a material breach of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary 8.1 The Parties agree that all data or information provided supplied by the Client shall remain Bank to Service Provider and/or the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer Consultancy Team in connection with the Outsourced provision of Services under this Agreement by it shall remain the exclusive property of the Outsourcer. Bank or its licensors. 8.2 Any intellectual property developed jointly licensed material used by the Parties specifically Service Provider for performing Services or developing Work Product for the purposes of this Agreement shall be jointly owned by Bank, Service Provider should have right to use as well as right to license for the Parties, unless otherwise agreed in writingoutsourced services. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party Bank shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall not be liable for any claims arising from license or IPR violation on the unauthorized use part of these materials. The provisions of this Section shall survive the termination or expiration Service Provider. 8.3 Subject to clause 8.4 and 8.5 of this Agreement, ensuring Service Provider shall, at its own expenses without any limitation, indemnify and keep fully and effectively indemnified the Bank against all costs, claims, damages, demands, expenses and liabilities of whatsoever nature arising out of or in connection with all claims of infringement of Intellectual Property Rights, including patent, trademark, copyright, trade secret or industrial design rights of any third party arising from the Services or use of Work Product or any part thereof in India or abroad under this Agreement. 8.4 The Bank will give (a) notice to Service Provider of any such claim without delay/provide reasonable assistance to Service Provider in disposing of the claim; (b) sole authority to defend and settle such claim and; (c) will at no time admit to any liability for or express any intent to settle the claim provided that (i) Service Provider shall not partially settle any such claim without the written consent of the Bank, unless such settlement releases the Bank fully from such claim, (ii) Service Provider shall promptly provide the Bank with copies of all rights and restrictions pleadings or similar documents relating to intellectual property continue any such claim, (iii) Service Provider shall consult with the Bank with respect to the defense and settlement of any such claim, and (iv) in any litigation to which the Bank is also a party, the Bank shall be entitled to be enforced. From time separately represented at its own expenses by counsel of its own selection. 8.5 Service Provider shall have no obligations with respect to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available any infringement claims to the other Party (as extent that the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether infringement claim arises or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information thatresults from: (i) is Service Provider’s compliance with the Bank’s specific technical designs or becomes generally available instructions (except where Service Provider knew or should have known that such compliance was likely to result in an infringement claim and Service Provider did not inform the public other than as a result Bank of the Recipient's breach of this Section 8same); (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.or

Intellectual Property Rights. All intellectual property rights 25.1 Save as expressly granted elsewhere under this Contract: 25.1.1 FCDO shall not acquire any right, title or interest in materials, specifications, designs, trademarks, and proprietary information provided by or to the Client shall remain the exclusive property Intellectual Property Rights of the Client. All intellectual property Supplier or its licensors, namely: (a) the Supplier Background IPR; and (b) the Third Party IPR. 25.1.2 the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of FCDO or its licensors, including the: (a) FCDO Background IPR; (b) FCDO Data; (c) Project Specific IPRs; and (d) Programme Name and any rights and interests in processesit at all times. 25.2 Where either Party acquires, methodologiesby operation of Law, software, or proprietary tools developed solely by the Outsourcer in connection title to Intellectual Property Rights that is inconsistent with the Outsourced Services allocation of title set out in Clause 25.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). 25.3 Neither Party shall have any right to use any of the other Party's names, logos or trade marks on any of its products or services without the other Party's prior written consent. 25.4 Any Project Specific IPRs created under this Agreement Contract shall remain be owned by FCDO. FCDO grants the exclusive property Supplier a licence to use any FCDO Background IPR and Project Specific IPRs for the purpose of fulfilling its obligations under this Contract during its Term. 25.5 Subject to Clause 25.7, to the extent that it is necessary to enable FCDO to obtain the full benefits of ownership of the Outsourcer. Any intellectual property developed jointly by Project Specific IPRs, the Parties specifically for the purposes of this Agreement Supplier hereby grants to FCDO and shall be jointly owned by the Partiesprocure that any relevant third party licensor shall grant to FCDO a perpetual, unless otherwise agreed in writing. The Client grants the Outsourcer a limitedirrevocable, non-exclusive, non-transferableassignable, royalty-free licence to use, sub-license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution and/or commercially exploit any Supplier Background IPRs or Third Party IPRs that are embedded in or which are an integral part of the Project Specific IPR Items. 25.6 The Supplier shall promptly notify FCDO if it is reasonably believes that it will be unable to grant or procure the grant of the licences set out in Clause 25.5 above and the Supplier shall provide full details of the adverse effect this may have on FCDO’s use of the Project Specific IPRs. 25.7 Where the Supplier is unable to comply with Clause 25.5, the Supplier shall refrain from embedding or integrating any Supplier Background IPRs and/or Third Party IPRs with the Project Specific IPRs in such a way that could affect FCDO obtaining full benefit of the ownership of those Project Specific IPRs, except where FCDO has provided express written Approval to do so. 25.8 The Supplier shall, during and after the Term, on written demand, indemnify FCDO against all Losses incurred by, awarded against, or agreed deliverables. The Outsourcer grants to be paid by FCDO (whether before or after the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into making of the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related demand pursuant to the Outsourced Services provided. Neither Party shall modifyindemnity hereunder) arising from an IPR Claim. 25.9 If an IPR Claim is made or anticipated, adaptthe Supplier must at its own expense and FCDO’s sole option, decompile, reverseeither: 25.9.1 procure for FCDO the rights in Clause 25.5 without infringing the IPR of any third party; or 25.9.2 replace or modify the relevant item with non-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use infringing substitutes with no detriment to functionality of performance of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationServices.

Intellectual Property Rights. All intellectual property rights in materials3.1 Euromoney grants a worldwide, specificationsnon- exclusive, designsroyalty-free, trademarks, and proprietary information provided by non-transferable licence to the Client shall remain Sponsor to use the exclusive property Event Marks solely to promote the Sponsor’s sponsorship of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by Event(s) on the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes terms of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. Agreement. 3.2 The Client Sponsor grants the Outsourcer to Euromoney a limitedworldwide, non-exclusive, non-transferable, royalty-free license free, non- transferable licence: a) of the Sponsor’s Intellectual Property Rights in any Content that it supplies to Euromoney to the extent required by Euromoney to enable it to provide the Sponsorship Benefits subject to the terms and conditions of this Agreement; and b) to use the Client’s intellectual property solely Sponsor Marks (i) during the Term to promote and exploit the Event(s); and (ii) for a period of 12 months following each Event in reports produced about such Event and in any promotional materials for similar Euromoney events. 3.3 If the purpose Sponsor alters the Sponsor Marks at any time during the Term, Euromoney shall not be obliged to make any consequential changes to materials that include the Sponsor Marks which have already been produced by or on our behalf of performing Euromoney in connection with the Outsourced Services under this Agreement. This license is strictly for internal use Event(s) (including, but not limited to, reprinting promotional literature, signage or publicity materials) unless the Sponsor agrees to meet the costs and to support the execution expenses incurred by Euromoney as a result of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each such change. 3.4 Neither Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under Intellectual Property Rights for any purposes not specified in this Agreement and solely for purposes directly related to without the Outsourced Services provided. prior written consent of the owning Party. 3.5 Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on use the other Party’s intellectual property without obtaining prior written consent. Use marks in any way that, in the other Party’s reasonable opinion: a) brings or is likely to bring the other Party or the Event(s) into disrepute; b) indicates that Euromoney and the Sponsor are in partnership or any trading arrangement (other than in relation to the sponsorship of the Event(s)); c) indicates that either Party endorses any part of the other Party’s intellectual property for business, trading name or products; d) may prejudice or harm or has the potential to prejudice or harm the distinctiveness or reputation of the other Party’s Intellectual Property Rights; or e) may do anything which is reasonably likely to affect any purpose beyond registration of the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materialsother Party's Intellectual Property Rights. 3.6 If, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration provision of this Agreementthe Sponsorship Benefits, either Party (as becomes aware of any unauthorised use or any misuse of the "Discloser") may disclose or make available other’s Intellectual Property Rights in relation to the other Party (as the "Recipient"Event(s), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or then it shall promptly notify the other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); providedshall, howeverat the owning Party’s cost, that Confidential Information does not include provide all reasonable co-operation in any information that: (i) is action, claim or becomes generally available to the public other than as a result proceedings brought or threatened in respect of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationIntellectual Property Rights.

Intellectual Property Rights. All intellectual property rights in materials14.1 Supplier shall ensure that Supplies and the manufacturing processes do not infringe any third party’s patents, specificationstrademarks or service marks, copyrights, utility models, designs, trademarksconfidential information and know-how as well as any other similar rights of any type under the laws of any governmental authority, domestic or foreign, whether or not they are eligible to be registered (“Intellectual Property Rights” or “IPR”) 14.2 Supplier shall be liable for any claim which results from the infringement of any IPR by the use of Supplies according to the terms of the Purchase Contract and shall hold Buyer and Buyer’s customers free and harmless of all liabilities resulting from the use of any such IPR according to the terms of the Purchase Contract. Supplier agrees to defend all suits, actions or proceedings which may be brought against Buyer or ▇▇▇▇▇’s customer for alleged infringement of any proprietary interest resulting from the use or sale of the Supplies provided hereunder and to pay all expenses and fees of counsel which may be incurred in defending, and proprietary information provided by the Client shall remain the exclusive property of the Clientall costs, damages or other recoveries in every such suit. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement Supplier’s liability shall be excluded to the extent Supplier has manufactured the Supplies in compliance with Buyer’s instruction, provided Supplier could not possibly know about the infringement despite reasonable precautions. 14.3 The Parties commit themselves to inform each other of all risks of violation or alleged violations of any IPR and to give each other the opportunity to jointly oppose such claims. 14.4 Supplier shall inform ▇▇▇▇▇ about the use of any published or unpublished IPR owned by or license to Supplier, which relate to the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limitedSupplies. 14.5 Buyer shall obtain an unlimited, non-exclusive, nonsub-transferablelicensable and transferable right for all types of use overall results (including but not limited to know-how, royaltytesting and development reports, suggestions, drafts, designs, drawings, recommendations, samples, models, software including source code, CAD data records including histories, etc.), produced by Supplier in the framework of the activities specified in this Agreement (hereinafter referred to as “Work Results”), without any limitation with respect to time and content. All Work Results shall be made available without any copyright or other designations of Supplier. To the extent the Work Results are protected by copyrights, Supplier hereby expressly grants Buyer the right to utilize, alter, reproduce, disclose or translate the protected Work Results and do disseminate the altered or original results, to record said results on machine-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use readable data carriers, and to support the execution utilize said results for operation of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationdata processing equipment/installations.

Intellectual Property Rights. All intellectual property 8.1. You acknowledge that all IPR in the Licensed Applications (including any and all releases and versions) and the Documentation throughout the World belong to Us or Our licensors, that rights in materials, specifications, designs, trademarksthe Licensed Applications are licensed (not sold) to You, and proprietary information provided by that You have no rights in or to the Client shall remain Licensed Applications or the exclusive property Documentation other than the right to use them in accordance with the terms of this Agreement. 8.2. We acknowledge that all IPR in Your Configuration Data belongs to You and that We have no rights in or to Your Configuration Data other than the right to use it in accordance with the terms of this Agreement. 8.3. You acknowledge that You have no right to have access to the Licensed Applications in source code form or in unlocked coding or with comments. 8.4. The integrity of the ClientLicensed Applications may at any time be protected by technical protection measures so that our IPR, including copyright, in the Licensed Applications are not misappropriated, and You must not attempt in any way to remove or circumvent such measures. 8.5. All intellectual property rights Each party will notify the other party as soon as a party becomes aware of any unauthorised use of the Licensed Applications by any person. 8.6. Subject to the limitations in processesclause 10.3, methodologiesWe shall at Our own expense defend You or, softwareat Our option, settle any claim or proprietary tools developed solely by action brought against You alleging that Your possession or use of the Outsourcer Licensed Applications in connection accordance with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes terms of this Agreement infringes the IPR or any other rights of a third party (“Claim”) and We shall be jointly owned responsible for any losses, damages, and costs awarded against You as a result of any such Claim provided that We are given prompt notice of any such Claim; You provide reasonable co-operation to Us in the defence and settlement of such Claim, at Our expense; and We are given sole authority to defend or settle the Claim. 8.7. Clause 8.6 shall not apply where the Claim in question is attributable to (a) Your possession or use of the Licensed Applications other than in accordance with the terms of this Agreement; (b)use of the Licensed Applications in combination with any hardware or software not supplied or specified by Us if the infringement would have been avoided by the Parties, unless otherwise agreed in writing. The Client grants use of the Outsourcer Licensed Applications not so combined; and (c) use of a limited, non-exclusivecurrent version of the Licensed Applications or a version to which all supplied releases have not been added. 8.8. Should the Licensed Application, or if in Our opinion the Licensed Application is likely to become, the subject of a Claim, then at Our option and expense, We may either to (a) procure for You a non-transferable, royalty-free infringing license to use the Client’s intellectual property solely Licensed Application; (b) modify the Licensed Application so that it is non-infringing; (c) provide a depreciated credit for the purpose of performing the Outsourced Services any prepayments and terminate this Agreement. 8.9. The remedies set forth under this Agreement. This license is strictly clause 8 are the sole and exclusive remedies for internal use a Claim and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party no other liabilities whatsoever shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationapply.

Intellectual Property Rights. All intellectual property rights 4.1 The Parties agree that: (a) BASF shall have the entire and exclusive worldwide rights, title and interest in materialsand to all Results relating to the manufacture of the Product (“BASF’s Interests”). BASF, specificationsat its sole discretion and expense, designswill have the right to prepare, trademarksfile, prosecute, maintain and proprietary information provided by enforce patents and patent applications directed to BASF’s Interests. (b) Cardax shall have the Client entire and exclusive worldwide rights, title and interest in and to all Results relating to the formulation and the pre-clinical and clinical development of the Product as an intermediate in the manufacture of or as an ingredient in human pharmaceutical compounds (“Cardax’s Pharmaceutical Interests”) or nutraceutical compounds (“Cardax’s Nutraceutical Interests”) (collectively “Cardax’s Interests”). Cardax, at its sole discretion and expense, will have the right to prepare, file, prosecute, maintain and enforce patents and patent applications directed to Cardax’s Interests. 4.2 The Parties agree that any invention shall remain be and become the exclusive sole property of the Client. All intellectual property rights in processesrelevant Party, methodologiesas set out here above, softwarewhich Party shall have the right to determine whether any application for a patent shall be made and shall have the exclusive benefit throughout the world of all Foreground Intellectual Property Rights, or proprietary tools developed solely by the Outsourcer in connection together with the Outsourced Services right to maintain, assign or abandon such Foreground Intellectual Property Rights without reference to any other person. The Parties agree to execute and do all things necessary to vest the title and interest in such Foreground Intellectual Property Rights in the relevant Party as set out above, at the expense of said relevant Party, which shall pay the costs of the prosecution of all applications for Foreground Intellectual Property Rights to which it becomes entitled under this Agreement Agreement. The Party intending to file a patent application shall remain inform the exclusive property other Party of such intended filing and shall provide the other Party with an opportunity to comment on the text of the Outsourcerpatent application, whenever this is possible without endangering protection. Any intellectual property developed jointly by Further, not later than thirty days after the Parties specifically for filing date, the purposes Party filing the patent application shall furnish the other Party with a copy of the patent application, subject to the provisions of Article 3 here above. 4.3 Each Party shall keep the Results and any Foreground Intellectual Property Rights belonging to the other Party confidential and shall not, except as provided in this Agreement Agreement, use them without the prior written consent of the other Party or disclose it to any third party and shall be jointly owned by treat it in accordance with the Parties, unless otherwise agreed in writing. The Client provisions of Article 3 here above. 4.4 Cardax hereby grants the Outsourcer a limited, non-exclusiveexclusive worldwide, non-transferable, royalty-free nontransferable license to BASF to use the ClientCardax’s intellectual property solely Nutraceutical Interests (but not Pharmaceutical Interests) for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use development and commercialization (directly or through a third party) of human nutraceutical compounds containing or utilizing Product and to support make available to BASF the reasonable assistance of Cardax in designing and conducting clinical studies in the United States therefor all subject to the negotiation and agreement by the Parties of reasonable commercial terms for such license and assistance. Such license shall be subject to the following tiered royalty structure: (i) [***]% on Net Nutraceutical Sales < $[***] (ii) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (iii) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (iv) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (v) [***]% on Net Nutraceutical Sales of $[***] or above BASF shall have the option to have the license converted to an exclusive license, subject to the following provisions (b)- (d). BASF shall exercise the option by written document at any time, subject to 4.4 (e) below. (b) Tiered royalty structure (i) [***]% on Net Nutraceutical Sales < $[***] (ii) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (iii) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (iv) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (v) [***]% on Net Nutraceutical Sales of $[***] or above (c) Commercialization obligations (i) [***] (ii) [***] (d) If BASF fails the commercialization obligations, Cardax may terminate by written notice to BASF the exclusivity of the license. In such event, the license shall become non-exclusive and the tiered royalty schedule set out in 4.4 (a) shall apply as of the date of the notice. (e) If at any time prior to the execution of the agreed deliverables. The Outsourcer grants option with respect to an exclusive license, Cardax gives BASF written notice that Cardax desires to [***], BASF’s right to exercise the Client a limited option shall [***]. (f) Any license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, (either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser exclusive or exclusive) granted pursuant to this agreement or contemplated by this agreement to BASF by Cardax for Cardax’s Nutraceutical Interests shall terminate [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within ***]. 4.5 [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.***] 4.6 [***]

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property 8.1. Inventorship of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property invention that is incorporated into the deliverablesdeveloped, discovered or made by a Party, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to jointly with the other Party (as applicable, the "RecipientInventor") pursuant to work conducted under this Agreement (an "Invention") shall be determined in accordance with United States laws of inventorship. Subject only to the license rights granted under this agreement, each Party shall own the entire right, title and interest in and to any Invention made solely by such Party's employees or agents, and all intellectual property rights therein and shall own an undivided one-half interest in and to any Invention made jointly by the employees or agents of both Parties, and all intellectual property rights therein. Each Party shall promptly notify the other Party if it determines that an Invention has been made, including any such jointly owned Invention. 8.2. With respect to any patent that only claims Inventions that are solely-owned by one Party hereunder, the Inventor shall have the right, at its option and expense, to prepare, file and prosecute in its own name any patents with respect to any such Invention and to maintain any patents issued thereon. In connection with any such prosecution efforts, the other Party agrees to cooperate reasonably with the Inventor at the Inventor's expense in the preparation and prosecution of all such patents and in the maintenance of any patents issued. This obligation shall survive the expiration or termination of this Agreement. 8.3. Licensee will have first right to control the preparation, filing and prosecution of joint patents and of maintenance of patents issuing thereon, and DPI shall cooperate reasonably with Licensee in such prosecution efforts. Licensee shall pay all expenses in connection with its preparation, filing and prosecution of such patents. Licensee shall, from time to time (no more often than once per calendar quarter), nonnotify DPI of the actual amount of out-public, proprietaryof-pocket expenses incurred in such efforts, and confidential information DPI shall promptly thereafter pay Licensee **% of Discloser [whether or not marked or labeled as "confidential"/thatsuch out-of-pocket expenses. Notwithstanding the foregoing, if disclosed DPI shall have no obligation to pay any fees in connection with the prosecution of any joint patent unless the filing of such joint patent is agreed to in writing or other tangible form is clearly labeled as "confidential," or if disclosed orallyby DPI, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available if DPI refuses to agree to the public other than as prosecution of a result joint patent in any jurisdiction, DPI shall assign and shall be deemed to have assigned to Licensee all of the RecipientDPI's breach of right, title and interest in such patent and patent application in such jurisdiction. 8.4. As used in this Section 8; , "out-of-pocket expenses" shall mean direct costs, excluding internal labor costs (ii) is or becomes available and any indirect costs associated therewith). 8.5. Each Party hereby grants to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; other an exclusive (iii) was in the Recipient's possession prior except as to the Discloser's disclosure hereunder; licensing Party), worldwide right and license under all Inventions, know-how and all patents owned or (iv) was or is independently developed controlled by such Party to make, have made, use, import and export all Compounds and any product containing any Compound as an active ingredient, to the Recipient without using any Confidential Informationextent necessary to conduct the development of the Compounds.

Intellectual Property Rights. All intellectual property rights of either party whether in materials, specifications, designs, trademarks, and proprietary information respect to the Products and/or any materials provided to SAA by the Client Supplier or which are SAA’s intellectual property rights, shall remain the exclusive property of such applicable party or the Clientlicensors thereof. Neither party shall not be entitled to use any of the other parties or its licensors intellectual property without the prior written consent of the other party or licensor(s). The Supplier shall at all times maintain the highest standard of quality, reasonably expected of a distributor or supplier of the commodities, in all of the Products provided to SAA. In this regard the Supplier undertakes that: the Supplier shall pass onto SAA the warranties it obtains from the producer or manufacturer of the Products; the Supplier shall indemnify and hold SAA harmless against any harm, losses and claims arising from the consumption of the Products, provided that the Supplier shall not be liable should the harm, losses and/ or claims arise as a result of the Products being used contrary to its intended purpose. All intellectual property rights goods packaged or bottled shall comply with all laws and regulatory requirements, shall be securely packaged, carried and shall be delivered free of defects and allow for storage in processesSAA stores ; In the event of contamination of the Products, methodologiesthe Supplier shall immediately procure the services of an accredited and reputable laboratory to conduct microbiological investigations on any unknown and potentially dangerous impurities or contaminants. The results from the investigations must be supplied to SAA within 2 (two) weeks of the date of the contamination event. Regular quality checks will be conducted by SAA against the samples submitted and the stock delivered. Should there be any material deviation, softwarethe Supplier shall be asked to collect all affected stock and remedy the situation within fourteen (14) days at the Supplier’s cost. SAA’s warehouse personnel will randomly remove, for inspection, one case from every new order that comes into the warehouse. The Products will be listed on an excel spreadsheet with Item number; description; pack quantity; supplier name; call off number and Comments. SAA will carry out quality assurance inspections checking stock against the specifications. Should there be any material deviation, the Supplier shall be required to collect all affected stock and remedy the situation within fourteen (14) days at the Supplier’s cost. SAA shall withhold fifteen (15) percent of the total invoice or proprietary tools developed solely by amount for the Outsourcer value of the stock, whichever is greater, until such time that the deviation has been remedied. Neither of the parties shall be responsible nor liable for loss, damage, detention or delay caused by, inter alia, acts of God, vis major, Government action, civil or military authority, war (whether declared or not), insurrection or riot. Nor shall they be responsible for any direct or consequential loss due as a result of or arising from the aforegoing. In the event of the force majeure continuing for a period in connection with excess of thirty (30) days the Outsourced Services under aggrieved Party will be entitled to cancel this Agreement on written notice to the other Party and neither party shall remain have any further rights or obligations towards the exclusive property of the Outsourcerother. Any intellectual property developed jointly by the Parties specifically for the purposes The terms and conditions of this Agreement shall be jointly owned by governed and interpreted according to the Parties, unless otherwise agreed in writinglaws of South Africa. The Client grants Supplier shall supply the Outsourcer a limitedcommodities in accordance with all laws, nonregulations and industry codes of conduct applicable thereto. The Supplier shall at its own cost take all legal advice necessary to ensure that in supplying the commodities, the Supplier shall not infringe any third party rights and that the supply of the commodities is legal and in compliance with all applicable laws, regulations and/or industry codes of practice. Without in any way limiting or derogating from any other provision hereof, either Party (the “Non-exclusivedefaulting Party”) shall be entitled, nonbut not obliged, forthwith to cancel this Agreement at any time by addressing written notice to that effect to the other Party (the “Defaulting Party”) (without prejudice to any other rights of the Non-transferabledefaulting Party in law or in terms of this Agreement and in particular, royaltybut without limitation, its right to claim damages), if – the Defaulting Party compromises or attempts to compromise or defer payment of its debts owing by it to its creditors generally; or the Defaulting Party is provisionally or finally liquidated or wound-free license up, removed from the register or companies or placed under business rescue or any administration order whatsoever or takes any steps for its voluntary winding-up or liquidation; or the Defaulting Party generally does or omits to use do anything which may in any way potentially prejudice the ClientNon-defaulting Party’s intellectual property solely for the purpose of performing the Outsourced Services rights under this Agreement; or any consent, authorisation, licence or approval necessary in order to enable the Defaulting Party to comply with its obligations in terms of this Agreement is modified or is not granted or revoked, suspended, withdrawn or terminated or expires and is not renewed, or any party breaches any material term of this Agreement and fails to remedy such breach within fourteen (14) days of receipt of written notification requiring it to do so, then the aggrieved party shall be entitled without further notice, to cancel this Agreement, and/or claim specified performance of any obligation whether due or not, and/or claim damages. This license is strictly for internal use and to support In the execution event of two (2) consecutive undisputed breaches by the Supplier of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill performance standards and its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, SAA shall be entitled to terminate this Agreement, with immediate effect. All written notices shall either Party (as the "Discloser") may disclose be posted by prepaid registered post, faxed or make available delivered by hand; to the other Party (as relevant address or fax numbers of the "Recipient"), non-public, proprietary, parties. The parties choose the following domicilium for the service of any legal notices and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information thatcorrespondence. Chief Procurement Officer ▇▇▇▇▇ Road Airways Park OR Tambo International Airport Private Bag X13 OR Tambo International Airport TEL NO: (i▇▇▇) is ▇▇▇ ▇▇▇▇ FAX NO: (011) 978 FAX NO: E-mail.: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ E-mail.: _______________ Each party shall be entitled to nominate and address in substitution for the address set out above any time by giving fourteen (14) days written notice of such change of address. Any notice or becomes generally available letter posted by registered post to the public other than as a result postal address provided above shall be deemed to have been received fourteen (14) days after the date of posting thereof. Any notice or letter delivered by hand shall be deemed to have been received two (2) days after the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationhand delivery.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks14.1 Each Party shall own all Inventions made solely by its employees and agents, and proprietary information provided all patent applications and patents claiming such Inventions. All Inventions made jointly by employees or agents of the Parties and all patent applications and patents claiming such Inventions shall be owned jointly by the Client shall remain the exclusive property of the ClientParties. All intellectual property determinations of invention under this Section 14 shall be in accordance with U.S. law 14.2 The Party owning the Invention shall make all decisions with respect to patent filings and shall have the right to select patent counsel and to take such other actions as are necessary to prepare, file, prosecute and maintain patent protection with regard to the Inventions under Section 14.1. With regard to jointly owned Inventions, the Parties shall jointly determine in what countries, if any, patent applications claiming such joint Inventions should be filed. In the event that either Party does not wish to share in the expenses of filing, prosecuting or maintaining such joint Inventions in any country, such Party shall promptly assign or cause to be assigned to the other Party all of its right, title and interest in and to such joint Inventions in the subject country. Thereafter, such joint Invention shall be treated as an Invention solely owned by such other Party within the subject country for all purposes of this Agreement. In the event the Parties desire to proceed with the filing, prosecution and maintenance of such joint invention, they shall share in all expenses related thereto in accordance with each Party’s Development Cost Percentage on the Amending Product Exhibit for the Product to which the Invention relates or most closely relates. 14.3 Each Party shall be responsible for prosecuting and maintaining its own patent applications and patents. Except as otherwise provided in Section 14.2, all expenses for filing, prosecuting and maintaining a Party’s patent applications and patents shall be borne by such Party. 14.4 Each Party shall execute such documents as may be necessary to obtain, perfect or maintain any jointly owned patent rights filed pursuant to this Agreement. The Parties agree to cooperate with one another so far as reasonably necessary with respect to furnishing all information and data in processesits possession reasonably necessary to obtain or maintain such jointly owned patent rights. 14.5 Each Party shall have the sole right, methodologiesin its own name and at its own expense, softwareto enforce patent rights relating to Inventions that it owns against any Third Party. The Parties shall jointly determine which Party shall have the right and responsibility to institute, prosecute and control any action or proprietary tools developed solely proceeding with respect to the infringement or misappropriation of jointly owned patent rights. 14.6 In connection with any action taken by either Party against a Third Party to protect or enforce any patent right hereunder, the Outsourcer other Party shall, if requested, consult with the Party taking such action, and make its employees available as witnesses or as evidence any materials and/or data reasonably necessary for the furtherance of such action. Expenses incurred in connection with providing witnesses and/or making materials or data available shall be borne by the Outsourced Services under this Agreement shall remain Party taking action against the exclusive property Third Party. 14.7 If a Party is sued for infringing any Third Party patent out of the Outsourcer. Any intellectual property developed jointly by manufacture, use, sale or importation of a Product in the Territory, the Parties specifically for shall promptly discuss the purposes course of this Agreement shall action to be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license taken to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreementresolve or defend such litigation. Each Party shall use provide the other Party’s intellectual property only Parties with such assistance as is reasonably necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was cooperate in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationdefense of such action.

Intellectual Property Rights. All intellectual property rights in materials‌ 7.1 To the extent that the Deliverables, specificationsincluding the Knowledge Sharing Plan and the Knowledge Sharing Summary Report, designsis protected by Intellectual Property Rights, trademarksthe Operator and/or any third party shall hold these rights. 7.2 At the same time, the Operator shall grant to the DEA an irrevocable, royalty-free, non-exclusive licence to use the Deliverables. The licence shall grant the DEA a right to use the Deliverables without quantitative and proprietary information provided by the Client shall remain the exclusive property geographic limitations, at all times (also after termination for any reason of the Client. All intellectual property rights Contract) and in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer any way whatsoever in connection with the Outsourced Services under this Agreement DEA's business. However, the DEA shall remain not be allowed to expose the exclusive property Deliverables which is not the Knowledge Sharing Plan nor the Knowledge Sharing Summary Report directly to a third party which is not engaged or employed by the DEA. Still, the DEA shall be allowed to share all experiences, knowledge and the like from all of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. Deliverables with all third parties. 7.3 The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license DEA's licence to use the ClientDeliverables shall also include a right to maintain, process and change, etc., the Deliverables. The DEA's licence to use the Deliverables as described in this clause shall also apply to the maintained, processed and changed, etc., Deliverables. 7.4 The DEA shall be entitled to allow third parties, including but not limited to tenderers in a tendering procedure, consultants, suppliers and public authorities, to use the Deliverables to the same extent as the DEA is entitled to use the Deliverables. Such third parties shall also comply with the provi- sions of clause 12. However, the Deliverables which is not the Knowledge Sharing Plan nor the Knowledge Sharing Summary Report shall only be used by third parties in connection with the Contract and related projects. For the avoidance of doubt, this clause 7.4 shall not constitute a transfer of the DEA’s intellectual property solely licence to use the Deliverables to any third party.‌ 7.5 It shall be the Operator's responsibility at the Operator's own expense to obtain all third party rights that form a precondition for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution right of the agreed deliverables. The Outsourcer grants the Client a limited license DEA and third parties to use any Outsourcer Intellectual Property the Deliverables in accord- ance with the user rights specified in this clause 7. If requested by the DEA, the Operator shall submit documentation that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall such rights have been obtained. 7.6 The rights to use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to Deliverables shall pass when the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it Deliverables has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make been made available to the other Party (as DEA in any way or form. 7.7 The rights to use the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include Deliverables shall be unaffected by any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available Contract by the DEA. Such breach shall be subject to the Recipient on a non-confidential basis from a third-party source, relevant remedies provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationfor under this Contract.

Intellectual Property Rights. 6.1 The parties acknowledge as follows: 6.1.1 All intellectual property rights in materialsthe Sponsor Marks shall be solely and exclusively owned by you, specifications, designs, trademarkstogether with any goodwill therein, and proprietary information provided by we shall not acquire any rights in the Client shall remain the exclusive property of the ClientSponsor Marks, including any developments or variations; 6.1. All intellectual property rights in processesthe Event Marks shall be solely and exclusively owned by us and you shall not acquire any rights in the Event Marks, methodologies, software, including any developments or proprietary tools developed solely by the Outsourcer variations. 6.2 All intellectual property rights in or arising out of or in connection with the Outsourced Services under this Agreement Event (including but not limited to any rights accruing in the Event Marks) shall remain be owned by us but always without prejudice to clause 6.1. 6.3 Both parties shall indemnify and keep the exclusive property other party indemnified from and against all claims, damages, losses, costs (including all reasonable legal costs), expenses, demands or liabilities arising out of any claim that the other party’s use of the Outsourcer. Any indemnifying party’s intellectual property developed jointly by rights in accordance with the Parties specifically for Agreement infringes any intellectual property rights of any third party. 6.4 Neither party shall knowingly do, or cause, or permit anything to be done, which may prejudice or harm or has the purposes potential to prejudice or harm the distinctiveness or reputation of this Agreement the other party’s marks, or do anything which will or may affect any registration of the other party's marks. 6.5 You agree that you shall be jointly owned by not use the PartiesEvent Marks in any way that, unless otherwise agreed in our reasonable opinion, connotes that we are forming a partnership or any trading arrangement (other than the sponsorship of the Event), or that we endorse any part of your business, trading name or style. 6.6 If during the Term, either party becomes aware of any threatened or actual unauthorised use or any misuse of the other’s intellectual property rights, then it shall promptly notify the same to the other in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use owner of the Client’s intellectual property solely for rights will, at the purpose owning party’s reasonable request and cost, provide all reasonable co-operation (including, without limitation, the provision or completion of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution any documentation) in any action, claim or proceedings brought or threatened in respect of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s such intellectual property only as necessary rights, but shall not be obliged to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for take any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationfurther action.

Intellectual Property Rights. All 5.1 The intellectual property rights already in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes Party B’s possession before conclusion of this Agreement shall be jointly owned belong to Party B; and those obtained by Party B during the Partiesterm of this Agreement, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s including intellectual property solely for the purpose rights of performing the Outsourced Services under this Agreement. This license is strictly for internal use and work achievements made during provision of services, shall, severally or jointly, belong to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the ClientParty B and/or third parties designated thereby. 5.2 As Party A relies on Party B’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials services provided under this Agreement is subject in developing its business, both parties shall agree that the ownership and other related rights of the business-related technologies (regardless of whether they are obtained through further development of Party A upon entrustment by Party B, or through joint development of Party A and Party B, or through Party A’s further independent development) developed by Party A based on such services shall be otherwise determined upon negotiation at that time. 5.3 Where both parties agree, upon negotiation, according to its own licensing terms. Each Article 5.2 that the ownership of the business-related technologies developed by Party represents that it has secured all necessary rights A based on the services provided by Party B belong to Party A, then (1) Party A shall timely inform Party B of the details of such business-related technologies, and permissions provide relevant data as required by Party B; (2) if Party A intends to transfer or license others to use any such thirdbusiness-party materialsrelated technologies, Party A shall pre-emptively transfer such business-related technologies to Party B or pre-emptively grant Party B the exclusive license without violating compulsory provisions of the PRC laws, and neither Party B may use such business-related technologies within the specific scope of transfer or license of Party A (but Party B shall be liable entitled to decide whether to accept such transfer or license); Party A may transfer to third parties the ownership of such business-related technologies or grant the license to third parties based on the conditions not more favourable than those it proposes to Party B (including but not limited to transfer price or license fee) only when Party B waives the right of first refusal to purchase the ownership of such business-related technologies or waives the exclusive right of use, and shall warrant that such third parties will fully observe and fulfil Party A’s obligations under this Agreement; (3) except for any claims arising from the unauthorized use right of these materials. The provisions of this Section shall survive first refusal mentioned in the termination or expiration Paragraph (2) above, within the term of this Agreement, ensuring Party B shall have the right to request purchase of such business-related technologies, in which case Party A shall accept such purchase request of Party B without violating compulsory provisions of the PRC laws, and the purchase price shall be the minimum price permitted by the PRC laws at that all time. 5.4 Where Party B is licensed to exclusively use business-related technologies according to Paragraph (2) of Article 5.3 herein, such license shall be granted according to the following requirements: (1) The license shall be valid for at least five (5) years (starting from the date of entry into force of relevant license agreement); (2) The scope of rights licensed shall be defined in a scope to the greatest extent possible; (3) Within the licensing period and restrictions relating scope, no parties (including Party A) other than Party B shall, in any form, use or license others to intellectual property continue use the said business-related technologies; (4) Without violating the conditions under Paragraph (3) of Article 5.4, Party A has the right to decide at its discretion whether to permit another third party to use such related technologies; (5) Upon expiration of the license term, Party B has the right to require renewal of the license agreement and Party A shall agree, in which case the terms of the license agreement shall remain unchanged unless otherwise approved by Party B. 5.5 Notwithstanding the provisions under Paragraph (2) of Article 5.3 above, patent application for any business-related technologies described in the said paragraph shall be enforcedcarried out in accordance with the following provisions: (1) If Party A wishes to apply for a patent for any business-related technologies described in the said paragraph, it shall obtain the written consent of Party B in advance. (2) Party A may only apply, at its discretion, for a patent or transfer such right to apply to a third party when Party B waives its right to purchase the patent application right for such business-related technologies. From time If Party A transfers the aforementioned patent application right to time during a third party, Party A shall ensure that such third party will fully comply with and perform the duration obligations of Party A under this Agreement; meanwhile, the conditions (including but not limited to the transfer price) for Party A to transfer the patent application right to the third party shall not be better than the conditions it has provided to Party B in accordance with the provisions under Paragraph (3) of Article 5.5. (3) During the term of this Agreement, either Party (as B may, at any time, require Party A to file a patent application for such business-related technologies and decide at its discretion whether to purchase such patent application right. Upon the "Discloser") may disclose or make available request of Party B, Party A shall transfer such patent application right to Party B without violating the compulsory provisions of the PRC laws, and the transfer price shall be the minimum price permitted by the PRC laws at that time; after Party B obtains the patent application right for such business-related technologies, files a patent application and is granted the patent, it shall become the legal owner of the patent. 5.6 The two parties assure each other that they will compensate the other Party (as the "Recipient"), non-public, proprietary, party for any and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result all economic losses caused by their infringement of the Recipient's breach intellectual property rights of this Section 8; others (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party sourceincluding copyright, provided that such third-party is not trademark, patent and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationproprietary technology).

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided 17.1 The Parties shall not cause or permit anything which may damage or endanger the Existing Intellectual Property Rights of the other or assist or allow others to do so. 17.2 Any Intellectual Property Rights created by the Client shall remain Provider during the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer Agreement Period in connection with the Outsourced Services under this Agreement shall remain the exclusive property provision of the Outsourcer. Any intellectual property developed jointly Services shall vest in the Authority and the Authority shall be entitled to use and reproduce all materials originated by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property Provider (including basic factual data) for any purpose beyond whatsoever whether in connection with the scope Agreement or otherwise. The Provider shall not be liable in any way for use by the Authority of this any materials generated under or in respect of the Agreement for any purpose other than that for which the same was prepared and provided by the Provider. 17.3 The Provider warrants to the Authority that to the best of its knowledge the delivery of the Agreement will not infringe, in whole or in part, any third party Intellectual Property Rights and agrees to indemnify the Authority and keep fully and effectually indemnified the Authority its Staff and agents from and against all Losses arising directly or indirectly out of any act of the foregoing, where such act is, or is strictly prohibited. Any third-party intellectual property incorporated alleged to be, an infringement of a third party’s Intellectual Property Rights. 17.4 The Authority agrees that: 17.4.1 it will notify the Provider in materials writing of any “IPR Claim”, being any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any Intellectual Property Right used to provide the Services or as otherwise provided under this Agreement by the Provider (or to which the Provider has provided access) to the Authority in the fulfilment of its obligations; 17.4.2 it will allow the Provider to conduct all negotiations and proceedings and will provide the Provider with such reasonable assistance required by the Provider, each at the Provider’s expense, regarding the IPR Claim; and 17.4.3 it will not, without first consulting with the Provider, knowingly make an admission relating to the IPR Claim. 17.5 The Provider shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Authority into disrepute. 17.6 The Provider shall not settle or compromise any IPR Claim without the Authority’s prior written consent (not to be unreasonably withheld or delayed). 17.7 If an IPR Claim is made, or the Provider anticipates that an IPR Claim might be made, the Provider may, at its own expense and sole option, either: 17.7.1 procure for the Authority the right to continue using the relevant item which is subject to its own licensing terms. Each Party represents that it the IPR Claim; or 17.7.2 replace or modify the relevant item with non-infringing substitutes provided that: 17.7.2.1 the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; 17.7.2.2 there is no additional cost to the Authority; 17.7.2.3 the terms of the Agreement shall apply to the replaced or modified item. 17.7.3 If the Provider elects to modify or replace an item pursuant to clause 17.7.2 above or to procure a licence in accordance with clause 17.7.1 above, but this has secured all necessary rights and permissions not avoided or resolved the IPR Claim, then the Authority may terminate the Agreement in whole or in part by written notice with immediate effect and, without prejudice to use any such third-party materialsthe indemnity set out in clause 21 below, and neither Party the Provider shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights reasonable and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result unavoidable costs of the Recipient's breach substitute item(s) including the additional costs of this Section 8; (ii) is or becomes available to procuring, implementing and maintaining the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationsubstitute item(s).

Intellectual Property Rights. 9.1 All intellectual property rights in, or relating to, the Products when this Agreement is formed pursuant to Clause 3 are owned by or licensed to the Seller and nothing in materials, specifications, designs, trademarks, and proprietary information provided by the Client Agreement shall remain have the exclusive property effect of transferring the Client. All ownership of such intellectual property rights in processesto the Purchaser. 9.2 In the event of any third party demand, methodologies, software, claim or proprietary tools developed solely action alleging that the proper use of the Products by the Outsourcer Purchaser in connection accordance with any instructions and directions issued with or in relation to such Products by the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any Seller infringes any patent or other intellectual property developed jointly by right belonging to a third party, the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information thatPurchaser shall: (i) is or becomes generally available to promptly notify the public other than as a result Seller in writing of the Recipient's breach of this Section 8such claim; (ii) is not make any admission in relation to or becomes available attempt to settle or compromise the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiryclaim; (iii) was in give the Recipient's possession prior Seller express authority to conduct all negotiations and litigation, and to settle all litigation, arising from such claim; and (iv) provide the Seller with all available information, documents and assistance as the Seller may reasonably require. 9.3 Without limitation to the Discloser's disclosure hereunderforegoing, if the proper use of the Products by the Purchaser is held to infringe any patent or other intellectual property right belonging to a third party, the Seller shall, at its option: (i) procure for the Purchaser the right to continue to use the Product(s) in question, free of any liability for such infringement; (ii) modify the Product(s) in question so that it/they become(s) non-infringing; (iii) substitute the Product(s) in question with functionally equivalent non-infringing Product(s); or (iv) was or is independently developed refund the Price paid by the Recipient without using Purchaser for the infringing Products. This Clause 9.3 states the entire liability of the Seller for any Confidential Informationinfringement of third party intellectual property rights. 9.4 The Purchaser shall indemnify the Seller from and against all losses, damages, costs, liabilities and expenses (including legal expenses) arising out of or in connection with any third party demand, claim or action alleging that any Product manufactured by the Seller in accordance with designs and/or specifications provided to the Seller by the Purchaser infringes any patent or other intellectual property right belonging to a third party.

Intellectual Property Rights. All The Customer acknowledges and agrees that ▇▇▇▇ and/or its licensors own all intellectual property rights in materialsthe Services and the Documentation. Except as expressly stated herein, specificationsthis Agreement does not grant the Customer any rights to, designsunder or in, trademarksany patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. Kerv confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and proprietary information in accordance with, the terms of this Agreement. The Customer unconditionally agrees to adhere to and be bound by, the terms and conditions of all Software licences, as provided by Kerv to the Client Customer prior the Effective Date, relating to the Customer equipment/ Services supplied by Kerv under this Agreement and the Customer shall remain have no right to assign, sublicensing or transfer such Software licences. Both Parties agree to defend the exclusive property other from and against any claim or action by any third party in relation to a breach of the Client. All any third party intellectual property rights in processes(“IPR Claim”) and shall indemnify each other, methodologiessubject to clause 12 of this Agreement, softwareagainst all costs awarded under any final judgment, court order or proprietary tools developed solely by the Outsourcer settlement arising directly out of or in connection with that IPR Claim. The indemnity at clause 9.4 above is subject to the Outsourced Services under this Agreement shall remain following conditions: both Parties hereby agree to give prompt notice to the exclusive property other in writing as soon as the notifying party becomes reasonable aware of any IPR Claim or alleged IPR Claim; and both Parties hereby agree to make no admissions (written or oral) in respect of any IPR Claim without the other Party’s prior written consent; and the indemnified Party must grant the indemnifying Party sole control of the Outsourcer. Any intellectual property developed jointly defence including conducting any negotiations or litigation including defence of proceedings and/or settlement of any IPR Claim and the costs incurred or recovered in such negotiations or settled claim shall be for the indemnifying Party’s account; and the indemnified Party shall give the indemnifying Party all reasonable assistance requested at the indemnified Party’s expense save where the infringement was directly caused by the Parties specifically acts or omissions of the indemnifying Party where the indemnifying Party shall pay the indemnified Party’s reasonable expenses actually incurred; and the Customer shall allow Kerv to modify the Customer equipment supplied by Kerv and/or the Services, or any part thereof, so as to avoid any IPR Claim, provided that the modification does not materially affect the functionality or Charges payable for the purposes Customer equipment supplied by Kerv and/or the Services. If the Customer equipment supplied by Kerv and/or Services become, or in Kerv’s opinion are likely to become, the subject of this Agreement shall be jointly owned an IPR Claim covered by the Partiesindemnity at clause 9.4 Kerv may at its sole option either: repair, unless otherwise agreed replace or modify the affected Customer equipment supplied by Kerv and/or Services so that they are no longer infringing; or procure the right for the Customer to continue to use the Customer equipment supplied by Kerv and/or the Services or the relevant part thereof; or if neither 9.6.1 or 9.6.2 above are commercially reasonable, then Kerv may terminate the applicable elements of the Customer equipment supplied by Kerv and/or Services; and refund to the Customer the portion of the Charges paid for that terminated element less the depreciation (calculated on a straight line basis over three (3) years from the Effective Date) provided that where such termination materially impacts on the provision of the Services by Kerv to the Customer, Kerv shall compensate the Customer in writingrespect of any losses it incurs as a result of such termination subject at all times to the limitation of liability set out in clause 12.2. Where ▇▇▇▇ is the indemnifying Party and the Customer is the indemnified Party, the indemnity in clause 9.4 will not apply to any infringement arising from: any modification, alteration, repair, adjustment or configuration made by anyone other than Kerv or under ▇▇▇▇’s direction or instruction; or the Customer’s use of the Customer equipment supplied by Kerv and/or the Services in conjunction with software, hardware or data, where use of such software, hardware or data in combination with the Customer equipment supplied by Kerv and/or Services gave rise to the infringement; or use of any software other than the most current, unaltered update, if such claim would have been avoided by the use of such update; or compliance by Kerv with designs, plans or specifications furnished by the Customer, or on the Customer’s behalf. ▇▇▇▇▇▇ 9 states both Parties entire liability for infringement of any third party Intellectual Property Rights. The Client Customer hereby warrants that it has the right to grant, and hereby grants to Kerv a revocable, non-transferable, non-exclusive unpaid right and license to use the Outsourcer Software for interoperability purposes, and access to all relevant computer systems in each case to the extent strictly necessary for the performance by Kerv of the Services. Furthermore, the Customer hereby licences all necessary and relevant rights to Kerv free of charge and on a limited, non-exclusive, non-transferable, royalty-free license worldwide basis to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services such extent as to enable Kerv to perform its obligations under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party Such licence shall use the other Party’s intellectual property only as necessary to fulfill its obligations under terminate when this Agreement and solely for purposes directly related expires or terminates. DATA PROTECTION The following definitions shall apply to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.clause 10:

Intellectual Property Rights. All intellectual property rights 15.1 Save as granted under this Contract, neither the Customer nor the Supplier shall acquire any right, title or interest in materialsthe other’s Pre-Existing Intellectual Property Rights. 15.2 The Supplier shall ensure and procure that the availability, specifications, designs, trademarks, provision and proprietary information provided by the Client shall remain the exclusive property use of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by Goods and/or Services and the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property performance of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement Supplier’s responsibilities and obligations hereunder shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use not infringe any Outsourcer Intellectual Property Rights of any third party. 15.3 With respect to the Suppliers obligations under the Contract, the Supplier warrants and represents that: 15.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as are necessary to fulfill perform its obligations under this Agreement Contract; 15.3.2 it has and solely for purposes directly related shall continue to take all steps, in accordance with Good Industry Practice, to prevent the Outsourced Services provided. Neither Party shall modifyintroduction, adaptcreation or propagation of any disruptive elements (including any virus, decompileworms and/or Trojans, reverse-engineerspyware or other malware) into systems, data, software or the Customer’s Confidential Information (held in electronic form) owned by or under the control of, or create derivative works based on used by the other Party’s intellectual property without obtaining prior written consent. Use Customer; 15.4 The Supplier shall during and after the Contract Period of the Contract indemnify and keep indemnified the Customer on demand in full 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 Partyliabilities 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: 15.4.1 availability, provision or use of the Goods and/or Services (or any parts thereof); and 15.4.2 performance of the Supplier’s intellectual property responsibilities and obligations hereunder. 15.5 The Supplier shall promptly notify the Customer 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 Goods and/or Services (or any parts thereof) and/or the performance of the Supplier’s responsibilities and obligations hereunder. 15.6 If a claim or demand is made or action brought to which clause 19.3 and/or 19.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may at its own expense and within a reasonable time either: 15.6.1 modify any or all of the affected Goods and/or Services without reducing the performance and functionality of the same, or substitute alternative goods and/or services of equivalent performance and functionality for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured or all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is affected Goods and/or Services, so as to avoid the infringement or becomes available to the Recipient on a non-confidential basis from a third-party sourcealleged infringement, provided that the terms herein shall apply mutatis mutandis to such third-party is not and was not prohibited from disclosing such Confidential Information after due inquirymodified or substituted goods and/or services; (iii) was in or 15.6.2 procure a licence to use the Recipient's possession prior Goods and/or Services on terms that are reasonably acceptable to the Discloser's disclosure Customer; and 15.6.3 in relation to the performance of the Supplier’s responsibilities and obligations hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information, promptly re-perform those responsibilities and obligations.

Intellectual Property Rights. Save as granted elsewhere under the Contract, neither ConstructionSkills nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing IPR. The Supplier shall not, and shall procure that the Staff shall not, (except when necessary for the performance of the Contract) without prior approval, use or disclose any ConstructionSkills Pre-Existing IPR or the Project Specific IPRs to any third party. All intellectual property title to and all rights and interest in the Project Specific IPRs shall vest in ConstructionSkills. The Supplier hereby assigns to ConstructionSkills, with full title guarantee, title to and all rights and interest in the Project Specific IPRs and/or shall procure that the first owner of the Project Specific IPRs also does so. The assignment under Clause 5.6.3 shall either take effect on the date of the Contract or as a present assignment of future rights that will take effect immediately on the coming into existence of the relevant Project Specific IPRs, as appropriate. The Supplier shall waive or procure a waiver of any moral rights in materials, specifications, designs, trademarks, any copyright works assigned to ConstructionSkills under the Contract and proprietary information provided by shall execute all documents and do all such further acts as ConstructionSkills may require to perfect the Client assignment under Clause 5.6.3 or shall remain procure that the exclusive property owner of the ClientProject Specific IPRs does so on the same basis. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by ConstructionSkills hereby grants to the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer Supplier a limited, non-exclusive, nonrevocable, non assignable licence to use ConstructionSkills Pre-transferableExisting IPR and the Project Specific IPRs during the Contract Period for the sole purpose of enabling the Supplier to provide the Services. Prior to using any third party Intellectual Property Rights, royalty-free license the Supplier shall obtain the approval of ConstructionSkills. The Supplier shall provide ConstructionSkills with details of any third party licence required by the Supplier and/or ConstructionSkills in order for the Supplier to carry out its obligations under the Contract using the third party Intellectual Property Rights. ConstructionSkills reserves the right to withhold approval in the event that it does not agree to the terms of the third party licence or where any additional charges will be incurred. Where the Supplier is granted approval by ConstructionSkills to use the Client’s intellectual property solely for third party rights, the purpose Supplier shall procure that the owner of performing third party rights grants to ConstructionSkills a licence upon the Outsourced Services under this Agreement. This license is strictly for internal use and terms notified by the Supplier to support ConstructionSkills when seeking the execution of the agreed deliverablesapproval. The Outsourcer grants Supplier shall, during and after the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverablesContract Period, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the indemnify and keep indemnified and hold ConstructionSkills harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, liabilities which ConstructionSkills may suffer or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than incur as a result of any claim that the Recipientperformance by the Supplier of the Services and/or the possession or use by ConstructionSkills of the Deliverables infringes or allegedly infringes a third party's breach Intellectual Property Rights ("Claim") except where the Claim arises from:- items or materials based upon designs supplied by ConstructionSkills; or the use of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party data supplied by ConstructionSkills which is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior required to the Discloser's disclosure hereunder; or (iv) was or is independently developed be verified by the Recipient without using Supplier under any Confidential Informationprovision of the Contract.

Intellectual Property Rights. All 4.1. Both Party 1 and Party 2 retain full ownership of all their respective Confidential Information, including any and all derivatives and intellectual property rights that may subsist in materialssuch information. No licences or rights to the Confidential Information of either party are granted or implied by this Agreement, specificationswith the sole exception of the limited rights necessary to carry out the Purpose as explicitly stated herein. 4.2. For the purpose of clarity and the protection of intellectual property rights, designs"Derivatives" are defined as follows: 4.2.1. any adaptation, trademarksmodification, translation, abridgment, or other changes to copyrightable material that results in a work differing in some way from the original; 4.2.2. any enhancement, modification, or improvement to patentable material that may itself be subject to patent protection; 4.2.3. any new material, knowledge, or information derived from or developed as a result of access to either parties’ trade secrets, which is itself subject to trade secret protection or any other form of intellectual property right. 4.3. Any and proprietary information provided all Derivatives created by either party that are based on, derived from, or incorporate the Client shall remain other party's Confidential Information will be considered as part of the exclusive originating party's Confidential Information and will be subject to the same terms and conditions of this Agreement. Each party acknowledges that all such Derivatives are the property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, originating party unless otherwise agreed in writing. 4.4. The Client grants This Agreement explicitly excludes the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license granting of any direct or implied licence to use the Client’s any intellectual property solely rights relating to the Confidential Information of either party, except for the limited purpose of performing enabling each party to perform its duties as described in the Outsourced Services under Purpose of this Agreement. 4.5. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials All Confidential Information provided under this Agreement is subject to its own licensing termssupplied on an "as is" basis, with all faults and without any warranty whatsoever. Each Party represents party disclaims all express or implied warranties, including any implied warranty of accuracy, completeness, performance, merchantability, or fitness for a particular purpose. 4.6. In the event that it has secured all necessary rights and permissions to use either party provides any such third-party materialssuggestions, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination comments, improvements, information, ideas, or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available other feedback related to the other Party party's Confidential Information or otherwise (as the "Recipient"“Feedback”), nonthe providing party hereby grants the receiving party a perpetual, irrevocable, worldwide, royalty-publicfree licence to use, proprietaryreproduce, licence, distribute, modify, and confidential information of Discloser [whether otherwise exploit such Feedback in any manner. This includes the right to incorporate Feedback into the receiving party's current or not marked future products, technologies, or labeled as "confidential"/that, if disclosed in writing services without restriction and without any obligation to acknowledge or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to compensate the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationproviding party.

Intellectual Property Rights. All intellectual property rights (a) Except as otherwise provided in materialsa SOW, specifications, designs, trademarks, the RFMD Background (and proprietary information provided by the Client all Intellectual Property Rights therein) shall remain the exclusive property of RFMD. (b) Except as otherwise provided in a SOW, the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement Jazz Background (and all Intellectual Property Rights therein) shall remain the exclusive property of Jazz. (c) Except as otherwise provided in a SOW, all Process Foreground (and all Intellectual Property Rights therein) arising from Work shall be the Outsourcer. Any intellectual exclusive property developed of Jazz, regardless of whether such Process Foreground is invented solely by Jazz, solely by RFMD or jointly by the Parties specifically Parties. Jazz shall have the sole and exclusive right (but not the obligation) to seek patent protection for any Process Foreground in all countries of the purposes world at its sole expense and shall have full control over the prosecution and maintenance of this Agreement such patents and title to any patent issuing therefrom shall be issued solely in the name of Jazz. (d) Except as otherwise provided in a SOW, all Non-Process Foreground (and all Intellectual Property Rights therein) arising from Work shall be the exclusive property of RFMD, regardless of whether such Non-Process Foreground is invented solely by Jazz, solely by RFMD or jointly owned by the Parties, unless otherwise agreed . RFMD shall have the sole and exclusive right (but not the obligation) to seek patent protection for any Non-Process Foreground in writing. The Client grants all countries of the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license world at its sole expense and shall have full control over the prosecution and maintenance of such patents and title to use any patent issuing therefrom shall be issues solely in the Client’s intellectual property solely for the purpose name of RFMD. 4.2 Employees of Jazz or RFMD performing the Outsourced Services work under this Agreement. This license is strictly Agreement or a SOW who develop Foreground, whether solely or jointly with others, shall promptly make a complete written disclosure to their employer for internal use and patent review of such Foreground, in the normal course, specifically pointing out those features or concepts believed to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreementbe new or different. Each Party shall use the other Party’s intellectual property only as necessary agrees to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available promptly submit to the other Party (upon request copies, marked as Jazz Confidential Information or RFMD Confidential Information, as the "Recipient")case may be, non-publicof any written disclosures pertaining to Foreground submitted exclusively to it, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available which submissions shall be subject to the public other than as a result provisions of the Recipient's breach Section 3 of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationAgreement.

Intellectual Property Rights. All intellectual property rights 5.1. Client will be granted a Right to Use Modica's OMNI Platform which is delivered as a cloud based service. As such, no specific software is being licensed to Client and the Services are delivered as a Platform as a Service. 5.2. Permission to use any enhancements to the OMNI Platform, regardless of who asked for and paid for such enhancements, will be made available to OMNI Platform users at Modica's sole discretion for such period as those users are purchasing the right to use the Services. For the avoidance of doubt, at no time will any existing or new Intellectual Property Rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights OMNI Platform vest in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writinganyone other than Modica. The Client grants must not, nor may it permit any other person to:(a) copy, alter, modify, reproduce, reverse assemble, reverse compile or enhance any software or products provided or made available to the Outsourcer a limitedClient by Modica; (b) alter, non-exclusiveremove or tamper with any trademarks, non-transferableany patent or copyright notices, royalty-free license or any confidentiality, proprietary or trade secret legend or notice, or any numbers, or other means of identification used on or in relation to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution any component of the agreed deliverables. The Outsourcer grants software or products provided or made available to the Client a limited license by Modica; (c) provide, or make available, any component of the Services or any software or products provided or made available to use the Client by Modica to any Outsourcer third party except as expressly contemplated by these Terms of Use; or (d) do any act which would or might invalidate or be inconsistent with Modica’s or its licensor’s Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this AgreementRights. 5.3. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser"“first party”) may disclose or make available to indemnifies the other Party (as against all liability costs and expenses suffered or incurred by the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than Party as a result of any claim or threatened claim that any Existing Material provided by the Recipient's breach first party under the Agreement infringes the Intellectual Property Rights or other rights of any person. Each Party will promptly notify the other Party in writing upon becoming aware of any such claim or threatened claim. The first party will control the conduct of any such claim or threatened claim and all negotiations for its settlement or compromise. The first party will consult with the other Party and keep the other Party reasonably informed of such matters. The other Party will reasonably co-operate with the first party in defending or settling any claim or threatened claim under this Section 8; (ii) clause 5.3. 5.4. No indemnity is or becomes available given under clause 5.3 to the Recipient on extent the claim or threatened claim arises as a non-confidential basis from result of material provided under a third-separate third party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationlicence.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property 8.1. Inventorship of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property invention that is incorporated into the deliverablesdeveloped, discovered or made by a Party, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to jointly with the other Party (as applicable, the "RecipientInventor")) pursuant to work conducted under this Agreement (an "Invention") shall be determined in accordance with United States laws of inventorship. Subject only to the license rights granted under this Agreement, non-publicLicensee shall own the entire right, proprietarytitle and interest in and to all Inventions resulting from work conducted under this Agreement regardless of which Party's employees or agents are Inventors thereof. Each Party shall promptly notify the other Party if it determines that an Invention has been made. ILEX shall obtain from each of its employees, contractors, representatives and agents a written obligation to assign to ILEX all right, title and interest in and to all Inventions. ILEX further agrees that it shall, and confidential information it hereby does, assign to Licensee all of Discloser [whether ILEX's right, title and interest in and to all Inventions which may arise out of any service agreement under Section 3.4 or not marked other work conducted pursuant to this Agreement. 8.2. With respect to any patent that claims any Invention which is owned by or labeled assigned to Licensee hereunder, Licensee shall have the right, at its option and expense, to prepare, file and prosecute in its own name any patents with respect to any such Invention and to maintain any patents issued thereon. In connection with any such prosecution efforts, ILEX agrees to cooperate reasonably with Licensee at the Licensee's expense in the preparation and prosecution of all such patents and in the maintenance of any patents issued. This obligation shall survive the expiration or termination of this Agreement. 8.3. Licensee shall own all right, title and interest in and to all information, data, records and reports arising out of or relating to the research and/or development of Products carried out by Licensee or on Licensee's behalf, subsequent to the Effective Date. ILEX shall take such action and execute such documents as "confidential"/that, if disclosed Licensee shall reasonably request in order to effectuate such ownership rights of Licensee. 8.4. Each of ILEX and Licensee shall promptly inform the other in writing of any infringement of Licensed Patents by a third party in the Field of which it has knowledge and shall provide the other with any available information relating to such infringement. Licensee shall have the first right to prosecute infringers at its own cost and expense and Licensee may for such purposes use the name of ILEX as Party plaintiffs. ILEX shall reasonably cooperate with Licensee, at Licensee's expense, in connection therewith. 8.5. If within ninety (90) days after having been notified by Licensee of any alleged infringement pursuant to Section 8.4, Licensee has been unsuccessful in persuading the alleged infringer to desist and has not brought, and is not diligently maintaining an infringement action or if Licensee notifies ILEX at any time prior thereto of its intention not to bring suit against any alleged infringer, then ILEX may, but shall not be obligated to, prosecute, at its own expense, any infringement of the Licensed Patents in the Field, provided that Licensee may, at Licensee's expense, participate in any such litigation to the extent required to protect its rights. 8.6. In the event that Licensee undertakes the enforcement and/or defense of the Licensed Patents by litigation or settlement action, Licensee may withhold royalties otherwise thereafter due ILEX hereunder to the extent of the amount of its expenses, including reasonable attorney's fees in connection therewith. Any recovery of damages by Licensee for any such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of Licensee relating to the suit or settlement thereof, and next toward reimbursement of ILEX for any royalties withheld and applied pursuant to this Section. The balance thereafter remaining from such recovery shall be treated as Net Sales to Licensee and Licensee shall pay a royalty to ILEX as though such amount constituted Net Sales in the year of recovery for purposes of this Agreement. No settlement, or consent judgment, or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result voluntary final disposition of the Recipient's suit may be entered into without the consent of ILEX, which consent shall not be unreasonably withheld or delayed. 8.7. In the event that ILEX undertakes the enforcement and/or defense of the Licensed Patents by litigation or settlement action, any recovery of damages by ILEX shall be retained in full by ILEX. Provided Licensee is not in breach of this Section 8; (ii) Agreement and is current in reimbursing ILEX for all costs and expenses, including reasonable attorney fees and legal costs, in connection with such litigation or becomes available to action, no settlement, or consent judgment, or other voluntary final disposition of the Recipient on suit, which may limit Licensee's rights hereunder may be entered into without the consent of Licensee, which consent shall not be unreasonably withheld or delayed. 8.8. In the event any action in a court of competent jurisdiction alleging invalidity, unenforceability, or non-confidential basis from a third-party sourceinfringement of any of the Licensed Patents is brought against Licensee or ILEX, provided that ILEX shall, within thirty (30) days after commencement of such third-party action, intervene and take over the sole defense of the action at its own expense. ILEX is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; aware of any patents or (iv) was or is independently developed patent applications which may be infringed by the Recipient without using sale of Products other than the Licensed Patents. 8.9. In any Confidential Informationinfringement suit that either Party may institute to enforce the Licensed Patents or in any declaratory Judgment action alleging invalidity, unenforceability or non-infringement of any Licensed Patents brought against either Party, the other Party hereto agrees, at the request and expense of the Party initiating or defending the suit or action, to operate in all reasonable respects and to have its employees testify when requested and to make available relevant records, papers, information samples, specimens, and the like.

Intellectual Property Rights. All intellectual property rights Allocation of title to IPR Where either Party acquires, by operation of Law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in materialsClause 24.1.1, specifications, designs, trademarks, and proprietary information provided by it shall assign in writing such Intellectual Property Rights as it has acquired to the Client shall remain other Party on the exclusive property request of the Clientother Party (whenever made). All intellectual property rights in processesSubject to Clauses 24.1.4, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement neither Party shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license have any right to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use of the other Party’s intellectual property only as necessary to fulfill 's names, logos or trademarks on any of its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, products or create derivative works based on services without the other Party’s intellectual property without obtaining 's prior written consent. Use The Supplier shall ensure and procure that the availability, provision and use of the other Party’s intellectual property Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for any purpose beyond CCS the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement right to continue using the relevant item which is subject to its own licensing termsthe IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services; there is no additional cost to CCS; and the terms and conditions of this Framework Agreement shall apply to the replaced or modified Services. Each Party represents that it If the Supplier elects to procure a licence in accordance with Clause 24.2.3(a) or to modify or replace an item pursuant to Clause 24.2.3(b), but this has secured all necessary rights not avoided or resolved the IPR Claim, then: CCS may terminate this Framework Agreement by written notice with immediate effect; and permissions without prejudice to use any such third-party materialsthe indemnity set out in Clause 24.2.2, and neither Party the Supplier shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights reasonable and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result unavoidable costs of the Recipient's breach substitute items and/or services including the additional costs of this Section 8; (ii) is or becomes available to procuring, implementing and maintaining the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationsubstitute items.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client Each Party hereby grants the Outsourcer other Party a limitednonexclusive, nontransferable (except as set forth in Section 14 hereof), non-exclusive, non-transferablesublicensable, royalty-free license to use use, in Referral Partner’s case, GE Digital company name and associated logos and, in GE Digital’s case, Referral Partner’s company name and associated logos (collectively, "Marks"), solely in connection with the Clientexercise and performance of each Party’s intellectual property solely for the purpose of performing the Outsourced Services rights and obligations under this Agreement. This license is strictly for internal Any use of Marks must be in accordance with the granting Party’s trademark usage policies, with proper markings and legends, and in the case of GE Digital, subject to support the execution Referral Partner’s prior written approval. The granting Party may withdraw any approval of any use of its Marks at any time in its sole discretion. During the period of use, the licensee shall reasonably cooperate with the granting Party in facilitating the granting Party’s monitoring and control of the agreed deliverablesnature and quality of products and services bearing the granting Party’s Marks. The Outsourcer grants If the Client a limited license to granting Party notifies the licensee that the licensee's use any Outsourcer Intellectual Property that of the granting Party’s Marks is incorporated into not in compliance with the deliverablesgranting Party’s trademark policies or is otherwise deficient, solely for then the Client’s internal business purposes under this Agreementlicensee shall promptly comply with such policies or otherwise as directed by the granting Party. Each Neither Party shall make any express or implied statement or suggestion or use the other Party’s intellectual property only as necessary to fulfill Marks in any manner that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on such other Party, its obligations under this Agreement Marks, or its business, products or services. Each Party acknowledges that the other Party’s Marks are and solely for purposes directly related to the Outsourced Services providedshall remain Marks of such other Party. Neither Party shall modifygain any right, adapt, decompile, reverse-engineer, title or create derivative works based on interest with respect to the other Party’s intellectual property without obtaining prior written consent. Use of the Marks by use thereof; and all rights or goodwill associated with such other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party Marks shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available inure to the benefit of such other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationParty.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property (1) Each Party keeps ownership of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writingits own Existing IPRs. The Client Contractor hereby grants the Outsourcer Authority a limited, non-exclusive, non-transferableperpetual, royalty-free free, irrevocable, transferable worldwide licence to use, change and sub-license the Contractor’s Existing IPR to enable it to both: ● receive and use the Deliverables ● make use of (including to modify) the Deliverables (2) The Parties hereby agree that (and the Contractor hereby assigns to the Authority) any New IPR created under the Contract is wholly owned (with full-title guarantee) by the Authority (this clause shall act as a grant and assignment of such New IPR as applicable including acting as an assignment of future New IPR). The Authority gives the Contractor a licence to use the Client’s intellectual property solely any Existing IPRs and New IPRs for the purpose of performing fulfilling its obligations under the Outsourced Services Contract.. (3) The Parties will (as required by the Authority) execute (and procure that any Contractor Personnel or relevant third parties including consultants and subcontractors execute) any documentation at their own cost and in a timely manner to the extent required to give effect to the intent of clause (2). (4) Where a Party acquires ownership of IPRs incorrectly under this Agreement. This license is strictly for internal use Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. (5) Neither Party has the right to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modifyIPRs, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use including any use of the other Party’s intellectual property for any purpose beyond names, logos or trademarks, except as provided in Clause 24 or otherwise agreed in writing. (6) The Contractor indemnifies the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured Authority against all necessary rights losses, damages, costs or expenses (including professional fees and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser"fines) may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than incurred as a result of any IPR Claim. (7) If an IPR Claim is made or anticipated the Recipient's breach Contractor must at its own expense and the Authority’s sole option, either: ● obtain for the Authority the rights in Clause 24.1 and 24.2 without infringing any third party IPR ● replace or modify the relevant item with substitutes that don’t infringe IPR without adversely affecting the functionality or performance of this Section 8; the Deliverables (ii) is 8) The Contractor shall indemnify, and keep indemnified, the Authority in full against all costs, expenses, damages and losses, including any interest, penalties, and reasonable legal and other professional fees awarded against or becomes available incurred or paid by the Authority as a result of or in connection with any claim made against the Authority for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Services, to the Recipient on a non-confidential basis from a third-party source, provided extent that such third-party the claim is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior attributable to the Discloser's disclosure hereunder; acts or (iv) was omission of the Contractor or is independently developed by the Recipient without using any Confidential InformationContractor Personnel.

Intellectual Property Rights. All intellectual 21.1 Save as granted under this Framework Agreement or in a Call-Off Contract, neither the Contracting Authority nor the Service Provider shall acquire any right, title or interest in the other Party’s (and additionally in the case of the Contracting Authority, the TfL Group’s) Intellectual Property Rights which existed prior to the Commencement Date or prior to the date of a relevant Call-Off Contract. 21.2 The Service Provider acknowledges that the Contracting Authority Data is the property rights of the Contracting Authority and the Contracting Authority hereby reserves all Intellectual Property Rights which may subsist in materialsthe Contracting Authority Data. 21.3 The Service Provider shall ensure that no unlicensed software or, subject to clause 21.5, open source software is supplied (whether as a Deliverable or otherwise), interfaced with and/or embedded within any software which is proprietary to the Contracting Authority (or a TfL group Member) or which is developed by or on behalf of the Service Provider under this Framework Agreement. Subject to the provisions of clauses 21.4 and 21.5, COTS Software may contain open source software. 21.4 The Service Provider can provide open source software to the Contracting Authority where it is part of COTS Software or, in relation to other Software, where the Contracting Authority agrees to this in writing as part of a Call-Off Contract and/or Order, provided that at all times the Service Provider agrees to supply the Contracting Authority with copies of all relevant open source licensing terms in advance to providing such Software and that the Service Provider shall not do or allow to be done any act or omission which would cause the open source licence terms relating to such open source software to be breached. 21.5 Subject to clauses 21.7 and 21.8, the Service Provider shall procure that the owners or the authorised licensors of any COTS Software or other Third Party Software hereby grant a licence to the Contracting Authority on the COTS Software or Third Party Software owner’s standard licence terms or such other license terms requested in a Call-Off Contract (provided they can reasonably be procured from such Third Party Software or COTS Software provider). 21.6 The Service Provider hereby grants to the Contracting Authority a non-exclusive licence to copy the descriptions of the Ordered Goods and Ordered Services (if any), including technical specifications, designsuser manuals, trademarksoperating manuals, process definitions and proprietary information provided procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the Contracting Authority under this clause 21. 21.7 Where any Third Party Software or COTS Software is being licensed to the Contracting Authority: 21.7.1 the Service Provider shall ensure that such Third Party Software or COTS Software is licensed directly from the owner to the Contracting Authority or, where agreed in a Call-Off Contract sub-licensed to the Contracting Authority by the Client Service Provider; and 21.7.2 the Contracting Authority shall not, by virtue of the Third Party Software or COTS 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 but shall pay the Service Provider who shall be responsible for paying such COTS Software Provider/Third Party. Where Third Party Software or COTS Software owner’s licence terms require payment by the Contracting Authority to the Third Party Software/COTS Software owner or any other Third Party, the Service Provider shall pay that party on the Contracting Authority’s behalf as stated above or, if not, shall indemnify (and keep indemnified) the Contracting Authority for all such charges and any associated taxes payable. 21.8 Where the Service Provider grants or procures a licence/licences to use Intellectual Property Rights in Software (other than Bespoke Software which is provided for in clause 21.11 below) under or in accordance with this Framework Agreement, the Service Provider shall: 21.8.1 ensure that such licenses are: (a) assignable to all permitted assignees under this Framework Agreement and/or as otherwise stated in a relevant Call-Off Contract including, in the case where TfL is the Contracting Authority, to the TfL Group Members and, in all cases, to the Contracting Authority’s agents who work as individual sub-contractors or as outsourced sub-contractors for the Contracting Authority (and/or, where relevant to the TfL Group or the Other Contracting Parties) and who are contracted to support or develop relevant Software on their behalf; (b) sub-licensable to all users envisaged by this Framework Agreement and/or as may be set out under a Call-Off Contract (and including the Contracting Authority and, where the Contracting Authority is the Contracting Authority, the TfL Group); (c) fully transferable so that the Software can be used on different equipment (where technically possible) and so that the individual licenses (where licensed on a per user basis) are transferable between the Contracting Authority, Other Contracting Parties’ and other TfL Group Members); and (d) subject to clause 21.8.2, shall, where commercially possible, ensure that such licenses are provided without additional charge being added by virtue of the extended license/user rights referred to in clause 21.8.1 above; 21.8.2 where charges are payable (“Additional Charges”) for assignment, sub- licensing or transfer of such licenses as set out in clause 21.8.1 above, the Service Provider shall only be permitted to pass on the Additional Charges to the Contracting Authority where the Service Provider has provided written notification of such Additional Charges to the Contracting Authority prior to such licence being entered into and the Contracting Authority has consented in writing to pay such Additional Charges and otherwise shall agree such lesser licence terms as the Contracting Authority may wish to accept in writing; 21.8.3 where the Contracting Authority would be obliged to pay the Additional Charges but the Contracting Authority did not provide its consent to them in accordance with clause 21.8.2, indemnify (and keep indemnified) the Contracting Authority for all such charges and associated taxes payable. 21.9 If the Service Provider cannot obtain for the Contracting Authority the rights set out in clause 21.8.1, the Service Provider shall, prior to such licence being entered into, consult with the Contracting Authority on whether the rights that can be obtained are nevertheless acceptable to the Contracting Authority or whether the Service Provider should seek to use an alternative provider. 21.10 To the extent that the 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 and Documentation, relating to the provision of the Ordered Goods and Ordered Services (“Materials”) it shall provide copies of all Materials to the Contracting Authority promptly and the Service Provider hereby grants to the Contracting Authority and the TfL Group Members a royalty free, irrevocable, non-exclusive licence for such term as the Contracting Authority 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. 21.11 Unless stated otherwise in a Call-Off Contract, all Intellectual Property Rights of whatever nature in the Services (other than Software as a Service, which shall be licensed as if it were Software which is a Good) and all Intellectual Property Rights in Bespoke Software (“the Contracting Authority Rights”) whether created by the Service Provider or any of the Service Provider’s Personnel shall or shall on creation of the same be and remain vested in the Contracting Authority. Prior to such vesting, the Service Provider grants the Contracting Authority, the Other Contracting Parties and the TfL Group a perpetual, royalty- free, worldwide and transferable licence to use, adapt, translate, support and sub-license the Contracting Authority Rights to the extent necessary for the Contracting Authority, the Other Contracting Parties and the TfL Group and their authorised agents to receive their rights under the Call-Off Contract, including with respect to the right to amend, use, test and support the Deliverables and Software. The Service Provider shall do all such acts and execute all such deeds and documents as shall be necessary or desirable to perfect the right, title and interest of the Contracting Authority in and to such Intellectual Property Rights, including ensuring that the Service Provider’s Personnel assign all such Intellectual Property Rights owned by them either direct to the Contracting Authority or to the Service Provider to enable the Service Provider to comply with its obligations hereunder and waive any moral rights they may otherwise have, in each case at no cost to the Contracting Authority. 21.12 Nothing in this clause 21 shall prevent either Party from using data processing techniques, ideas and know-how gained during the Framework Period or the term of any Call-Off Contract in the furtherance of its normal business, to the extent that this does not constitute or relate to a disclosure of Confidential Information or an infringement by the Party of any Intellectual Property Right. 21.13 To the extent that any TfL Group Member provides the Service Provider for the purpose of or in connection with providing the Services or supplying the Deliverables with any materials in which any TfL Group Member owns (or is licensed by a third Party to use) the Intellectual Property Rights, the Service Provider acknowledges and agrees that nothing in this Framework Agreement or any Call-Off Contract grants to the Service Provider any right, title or interest in such materials other than a limited non-exclusive right to use those materials solely for the purposes of providing the Services. All Intellectual Property Rights in such materials are and shall remain the exclusive property of the ClientTfL Group Member or (if applicable) its third Party licensors. 21.14 The Service Provider (a) warrants and (b) shall ensure that: the possession and/or use by the TfL Group of the Deliverables, Documentation and Materials, and the performance by the Service Provider of the Services shall not constitute any infringement or misappropriation of any Intellectual Property Rights or any other legal or equitable right of any person and (c) warrants and shall ensure that the Service Provider owns or has obtained valid licenses to or of all such Intellectual Property Rights and other rights which are necessary for the performance of its obligations under the Call-Off Contract provided that, in relation to COTs Software and/or Third Party Services and/or Third Party Goods not being provided on behalf of the Service Provider as the Service Provider’s subcontractor, the Service Provider shall in relation to (a) and (b) use its reasonable endeavours to procure a contract for the Contracting Authority and its beneficiaries which gives the same benefit as this clause 21.14 above to the TfL Group in respect of such COTs Software and/or Services and/or Third Party Goods in accordance with clause 10.1 and which the Contracting Authority can enforce directly against such Third Party and shall promptly notify the Contracting Authority if this is not available in accordance with clause 10.1. 21.15 If any third Party claims that the possession and/or use of the Deliverables, Documentation, Materials and/or the receipt of the Services (being “Indemnified Deliverables” save in relation to COTs Software and/or Third Party Goods which shall be dealt with as set out below and in clause 10) by any TfL Group Member and/or the provision by the Service Provider of any Indemnified Deliverables under or in connection with any Call-Off Contract constitutes an infringement or misappropriation of any Intellectual Property Rights or other right of that third Party (“IPR Claim”), the Service Provider shall indemnify, keep indemnified and hold harmless the Contracting Authority, TfL Group Members (including their respective employees, Sub-Contractors and agents) against all Losses arising from or incurred by reason of any such IPR Claim (including the defence and any settlement of such IPR Claim). All intellectual property rights In relation to COTs Software, and/or Third Party Services and/or Third Party Goods not being provided on behalf of the Service Provider as the Service Provider’s subcontractor, the Service Provider shall use its reasonable endeavours to procure a contract for the Contracting Authority and its beneficiaries which gives the same benefit as this clause 21.14 above to the TfL Group in processesrespect of such COTs Software and/or Services and/or Third Party Goods in accordance with clause 10.1 and which the Contracting Authority can enforce directly against such Third Party and shall promptly notify the Contracting Authority if this is not available in accordance with clause 10.1. 21.16 In the event of a claim pursuant to clause 21.15 in relation to the Indemnified Deliverables: 21.16.1 the Contracting Authority shall promptly notify the Service Provider of the claim; 21.16.2 the Service Provider shall, methodologiesat its own cost and expense, softwarecontrol the defence of such IPR Claim and any related proceedings or settlement negotiations, except that the Contracting Authority shall be entitled to take any action which it deems necessary if the Service Provider fails to take action, or proprietary tools developed solely (in the TfL Group’s reasonable opinion) delays taking action, in defending or settling any such IPR Claim and such failure or delay may, in the reasonable opinion of the Contracting Authority, prejudice the interests of the TfL Group; and 21.16.3 at the cost and expense of the Service Provider, the Contracting Authority shall take all reasonable steps to co-operate with the Service Provider in the defence or settlement of such IPR Claim. 21.17 If any Indemnified Deliverables becomes the subject of any IPR Claim and, as a result of such IPR Claim, a court of competent jurisdiction grants an injunction preventing the use by the Outsourcer Service Provider, any TfL Group Member of any of such Indemnified Deliverables or there is substantial risk of such injunction being granted or the IPR Claim is settled on the basis that the Indemnified Deliverables cannot be used, the Service Provider shall at its expense as soon as possible following (and in any event within thirty (30) days of) such event occurring: 21.17.1 obtain for the Contracting Authority and the TfL Group Members the right to continue to possess, use and/or receive the benefit of the relevant Indemnified Deliverable(s); or 21.17.2 replace or modify the relevant Indemnified Deliverable(s) so that it becomes non-infringing without detracting from the functionality or performance of the overall Deliverables or Service and provided that any such replacement or modification shall not prevent the Service Provider’s compliance with the warranties contained at clause 10 In relation to COTs Software and Third Party Goods and Third Party Services not being provided on behalf of the Service Provider as the Service Provider’s subcontractor, the Service Provider shall use its reasonable endeavours to procure a contract for the Contracting Authority and its beneficiaries which gives the same benefit as this clause 21.14 above to the TfL Group in respect of such COTs Software and/or Services and/or Third Party Goods in accordance with clause 10.1 and which the Contracting Authority can enforce directly against such Third Party and shall promptly notify the Contracting Authority if this is not available in accordance with clause 10.1. 21.18 The Service Provider shall have no liability under or in connection with the Outsourced Services under this Agreement shall remain Call- Off Contract for any infringement caused solely and directly by: 21.18.1 the exclusive property combination of the Outsourcer. Any intellectual property developed jointly relevant Indemnified Deliverables with other products, data or information not supplied by the Parties specifically for Service Provider unless the purposes of this Agreement shall be jointly owned combination was made or approved by the Parties, unless otherwise agreed in writing. The Client grants Service Provider; 21.18.2 the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution modification of the agreed deliverables. The Outsourcer grants Indemnified Deliverables unless the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, modification was made or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed approved by the Recipient without using any Confidential Information.Service Provider; or 21.18.3 breach

Intellectual Property Rights. All intellectual property rights Except as expressly set out in materialsthis Agreement: the Authority shall not acquire any right, specificationstitle or interest in or to the Intellectual Property Rights of the Supplier or its licensors, designsnamely: the Supplier Software; the Third Party Software; the Third Party IPRs; and the Supplier Background IPRs; the Supplier shall not acquire any right, trademarkstitle or interest in or to the Intellectual Property Rights of the Authority or its licensors, including: the Authority Software; the Authority Data; and proprietary information provided by the Client Authority Background IPRs; Specially Written Software and Project Specific IPRs (except for any Know-How, trade secrets or Confidential Information contained therein) shall remain be the exclusive property of the ClientAuthority. All intellectual property rights in processesWhere either Party acquires, methodologiesby operation of law, software, or proprietary tools developed solely by the Outsourcer in connection title to Intellectual Property Rights that is inconsistent with the Outsourced Services under this Agreement allocation of title set out in Clause 16.1, it shall remain assign in writing such Intellectual Property Rights as it has acquired to the exclusive property other Party on the request of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each other Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided(whenever made). Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on have any right to use any of the other Party’s intellectual property 's names, logos or trade marks on any of its products or services without obtaining the other Party's prior written consent. Use Unless the Authority otherwise agrees in advance in writing: all Specially Written Software and any software element of Project Specific IPRs shall be created in a format, or able to be converted into a format, which is suitable for publication by the Authority as open source software; and where the Specially Written Software and any software element of Project Specific IPRs are written in a format that requires conversion before publication as open source software, the Supplier shall also provide the converted format to the Authority. Where the Authority agrees that any Specially Written Software and/or any software element of Project Specific IPRs should be excluded from Open Source publication, the Supplier shall as soon as reasonably practicable provide written details of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided impact that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; exclusion will have on the Authority’s ability to publish other Open Source software under Clause 20 (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationOpen Source Publication).

Intellectual Property Rights. All intellectual property rights 9.1. MEDIGEN will own the entire right, title and interest in materialsand to any and all inventions conceived solely by MEDIGEN (or its Affiliates) or on its behalf, specificationsby its respective employees and agents after the Effective Date relating to the Product in the Field, designs, trademarksincluding any adaptation of any manufacturing process or proprietary drug delivery or formulation technology of MEDIGEN or its Affiliates for the production of the Product in the Field, and proprietary any patents covering such invention (“MEDIGEN New Developments”), subject to the license grant to the Sublicensee set out in Clause 2 hereof. MPP shall notify Sublicensee in writing of any MEDIGEN New Developments as soon as it receives relevant information from MEDIGEN pursuant to the MEDIGEN-MPP Agreement. (i) If the MEDIGEN New Developments do not involve an adjustment in antigen or adjuvant amount, change in vaccine composition to bivalent or multivalent vaccine containing multiple antigens, a delivery method other than intramuscular delivery or a combination vaccine, such shall be considered “Inscope MEDIGEN New Developments”. (ii) If such Inscope MEDIGEN New Developments require comprehensive additional phase 3 clinical efficacy study(ies) such developments shall be considered Significant Inscope MEDIGEN New Developments and may be made available to the Sublicensee at the Sublicensee’s election as provided by the Client shall remain the exclusive property in Clause 3.1(vi) above and ANNEX 2 hereto. If such Inscope MEDIGEN New Developments are not Significant Inscope MEDIGEN New Developments, they will be made available without additional charge or extension of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement Expiry Date. (iii) If such MEDIGEN New Developments are other than Inscope MEDIGEN New Developments such shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use considered an Additional MEDIGEN New Developments and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related may be made available to the Outsourced Services providedSublicensee at the Sublicensee’s election as provided in Clause 3.3 above and ANNEX 2 hereto. 9.3. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on If at any time during the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration term of this Agreement, ensuring that the Sublicensee (or any of its employees, agents, or other persons acting under its authority) makes, develops, conceives, acquires, reduces to practice, becomes entitled to or secures control over any Improvement, it shall communicate such Improvement to MPP and MEDIGEN in full together with all rights available information concerning the mode of working and restrictions relating using the same. MPP and MEDIGEN shall treat this information as Confidential Information. 9.4. The Sublicensee hereby grants to intellectual property continue to be enforced. From time to time during the duration of this AgreementMPP and MEDIGEN a perpetual, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient")irrevocable, worldwide, royalty free, non-publicexclusive licence to use any Improvement, proprietaryImprovement Patent and related Know-How (and shall promptly execute such document as MEDIGEN may reasonably request accordingly) in the Field. MEDIGEN shall be entitled to grant sublicences (without further right to sublicence) under such licence only to its Affiliates; and/or contract manufacturers, distributors and confidential information service providers solely for use in connection with their engagement of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed Commercialising MEDIGEN products. The Sublicensee shall have no rights in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available relation to the public other than as a result conduct of the Recipient's breach of this Section 8; (ii) is or becomes available any matter relating to the Recipient Patent Rights, including the filing, prosecution and maintenance thereof. 9.5. If any suit or claim by a Third Party is instituted against MPP or the Sublicensee for patent infringement involving the Products, the Party sued shall promptly notify MPP and MEDIGEN in writing. MEDIGEN shall have the right, but not the obligation, to defend or to conduct the defense of such suit or claim at its own expense. The Sublicensee shall assist MEDIGEN and co-operate in any such litigation at MEDIGEN’s request and expense. 9.6. MEDIGEN (and in no circumstances the Sublicensee) shall be entitled to bring infringement action in relation to the Patent Rights and Licensed Know-How at its own expense. To the extent MEDIGEN decides not to bring any such infringement action, MEDIGEN shall not be liable to the Sublicensee in any respect for such decision. The Sublicensee shall assist MEDIGEN and co-operate in any such litigation at MEDIGEN’s request without expense to the Sublicensee. 9.7. The Sublicensee shall have the right to apply any trademark or brand name on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was vaccines based on Licensed Technology which vaccines are Commercialised by MEDIGEN in the Recipient's possession prior to Field and worldwide so long as none thereof infringe the Discloser's disclosure hereunder; trademarks or (iv) was or is independently developed by the Recipient without using any Confidential Informationbrands of MEDIGEN.

Intellectual Property Rights. All intellectual property 6.1 Looking Local (and its licensors) own all rights (including Intellectual Property Rights) in materials, specifications, designs, trademarks, the Software and proprietary information provided by Technical Documentation. 6.2 The Local Authority shall take all such steps as Looking Local may reasonably require to assist Looking Local in maintaining the Client shall remain the exclusive property validity and enforceability of the Client. All intellectual property rights (including Intellectual Property Rights) that belong to Looking Local and/or its licensors. 6.3 The Local Authority shall not bring court proceedings or take other official steps aimed at defeating the validity of any Intellectual Property Rights of Looking Local and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character. 6.4 Other than the licences expressly granted in processesClause 2.1 and in the Data Processing Addendum, methodologiesneither Party grants any licence of, softwareright in or makes any assignment of any of its rights (including Intellectual Property Rights). 6.5 Subject to Clause 7.3, or proprietary tools developed solely by Looking Local will indemnify the Outsourcer Local Authority against any third party claim alleging that use of the Software in connection accordance with the Outsourced Services under this Agreement shall remain infringes any copyright of such third party (a “Claim”) provided that the exclusive property Local Authority: (a) promptly (and in any event within seven (7) Business Days) gives Looking Local written notice of any Claim of which the Outsourcer. Any intellectual property developed jointly Local Authority becomes aware; (b) allows Looking Local to have conduct of and/or to settle any negotiations and/or proceedings in relation to any Claim; (c) does not make any admission of liability, agreement or compromise in relation to any Claim without the prior written consent of Looking Local; and (d) gives Looking Local such information and assistance in relation to the negotiations and proceedings in relation to any Claim as is reasonably requested by Looking Local. 6.6 If any Claim is made or is in the Parties specifically reasonable opinion of Looking Local likely to be made, Looking Local may at its option and expense: (a) procure for the purposes of this Agreement shall be jointly owned by Local Authority the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license right to continue to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under Software in accordance with this Agreement. This license is strictly for internal use and to support ; (b) replace or modify the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents Software so that it has secured all necessary no longer infringes the rights and permissions to use of any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party sourcethird party, provided that such third-party is replacement or modification does not and was materially affect the functionality of the Software; or (c) terminate this Agreement immediately by giving the Local Authority written notice. 6.7 The indemnity in Clause 6.5 shall not prohibited from disclosing such Confidential Information after due inquiry; extend to any Claim which arises as a result of: (iiia) was use of the Software not in accordance with this Agreement, the Recipient's possession prior Technical Documentation or any instructions given to the Discloser's disclosure hereunderLocal Authority by Looking Local from time to time; (b) the Local Authority’s use of the Software with software, hardware or networks not approved by Looking Local; or or (ivc) was or is independently developed any modification to the Software made by any person other than Looking Local. 6.8 Clause 6.5 contains the Recipient without using Local Authority’s sole and exclusive rights and Looking Local’s entire obligations and liability for infringement of any Confidential InformationIntellectual Property Rights.

Intellectual Property Rights. All right, title and interest in and to all MIPS Technology, including any MIPS modifications, enhancements or derivations thereof, and any copies of all or any part thereof, all know-how and all proprietary rights, including patents, patent applications, copyrights, mask work rights and trade secrets, shall at all times be and remain with MIPS or its suppliers, as applicable, WEITEK shall have no ownership of MIPS Technology, other than ownership of the physical media. All right, title and interest in and to all WEITEK technology, including any WEITEK modifications, enhancements or derivations thereof, and any copies of all or any part thereof, all know-how and all proprietary rights, including patents, patent applications, copyrights, mask work rights and trade secrets, shall at all times be and remain with WEITEK or its suppliers, as applicable. MIPS shall have no ownership of WEITEK technology, other than ownership of the physical media. All proprietary notices, labels or marks relating to MIPS intellectual property rights ("Notices") incorporated in, marked on, or fixed to MIPS Chips, MIPS Software, MIPS Documentation or MIPS Technology or products incorporating or based upon MIPS Technology by MIPS or its suppliers shall not be removed, altered or obliterated by WEITEK and WEITEK shall, where appropriate, duplicate any such Notices on any copies, in materialswhole or in part, specificationsin any form. In addition, designsWEITEK shall, trademarkswhere appropriate, and proprietary information provided by the Client shall remain the exclusive property of the Client. All incorporate adequate notices to protect MIPS intellectual property rights in processes, methodologies, softwareon any MIPS Technology or products incorporating or based upon MIPS Technology or any modifications to MIPS Technology or products incorporating or based upon MIPS Technology made by or on behalf of WEITEK. WEITEK shall not delivery any MIPS Technology or products incorporating or based upon MIPS Technology or modifications to MIPS Technology made by or on behalf of WEITEK or any portion thereof, or proprietary tools developed solely any technical data relating thereto, to any branch or agency of the United States Government without a written predetermination that such items will be protected by the Outsourcer limited or restricted rights as set forth in connection DOD FAR 52.227-7013 or equivalent rights and without taking all required actions to preserve such rights including, without limitation: (a) marking MIPS Software or modified MIPS Software with the Outsourced Services under this Agreement shall remain then currently prescribed Restricted Rights Legend, (b) marking technical data with the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materialsthen currently prescribed Limited Rights Legend, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, (c) ensuring that all rights the contract with the U.S. Government or agency thereof contains the standard Department of Defense "Rights in Technical Data and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as Computer Software" clause at DOD FAR 52.227-7013 and the "Discloser") may disclose Restrictive Markings on Technical Data" clause at DOD FAR 52.227-7018 or make available to the equivalent clauses for other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationgovernment agencies.

Intellectual Property Rights. 6.1 All intellectual property rights in materialsincluding, specificationsbut not limited to, designspatentable inventions, trademarksimprovements, technology, methods, applications and proprietary information provided products arising from the Development Programme (hereinafter "IPR") shall be: (a) exclusively owned by the Client shall remain the exclusive property of the Client. All intellectual property rights in processesBarrier if such IPR relates solely to Drug Substance with no royalty obligations whatsoever to Abbott, methodologiesits employees or affiliates; (b) exclusively owned by ▇▇▇▇▇▇ if such IPR relates solely to Meltrex(TM) Technology wi▇▇ ▇▇ royalty obligations whatsoever to Barrier, software, its employees or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be affiliates; and (c) jointly owned by the Partiesparties in equal shares if such IPR relates to the combination of Drug Substance with Meltrex(TM) Technology. 6.2 Each party shall be entitled at its sole discretion to file patent applications for the IPR of which it has exclusive ownership. Any patent applications for the jointly owned IPR shall be filed by Abbott using an independent law firm. The parties shall share ▇▇▇▇▇▇y in the cost of filing and prosecuting applications for jointly ** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. owned IPR, unless otherwise agreed provided that if Abbott desires not to file such application or prosecute such ▇▇▇▇▇▇ation in certain jurisdictions or for certain claims, it may transfer such right to Barrier by notice in writing. The Client grants , at which point Abbott shall no longer be obligated to pay for such prosecution and Barrier may at that point determine whether or not to file and prosecute such application. 6.3 In the Outsourcer a limitedcase of jointly owned IPR, non-exclusive, non-transferable, royalty-free the parties shall negotiate in good faith (a) an exclusive license for Barrier to use the Client’s intellectual property solely and sell, but not make, Finished Product and (b) an exclusive license for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal Abbott to use its Meltrex(TM) Technology to make, use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services providedsell ▇▇▇▇▇cts which do not contain Drug Substance. Neither Party party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on grant any rights under such jointly owned IPR to any third party without the other Party’s intellectual property without obtaining prior written consent. Use consent of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationparty.

Intellectual Property Rights. All intellectual property rights ‌ 19.1 Save as expressly granted elsewhere under this Contract: 19.1.1 the Customer shall not acquire any right, title or interest in materialsor to the Intellectual Property Rights of the Supplier or its licensors, specificationsincluding the Supplier Background IPRs and the Supplier Software; and 19.1.2 the Supplier shall not acquire any right, designstitle or interest in or to the Intellectual Property Rights of the Customer or its licensors, trademarksincluding: (a) the Customer Background IPRs; (b) the Project Specific IPRs; and (c) IPRs in the Customer Data; 19.2 Where either Party acquires, by operation of Law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in Clause 19.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party (whenever made). 19.3 The Supplier shall not, and proprietary information shall procure that the Supplier Staff shall not, (except when necessary for the performance of this Contract) without Approval (which the Customer shall have the sole and absolute right to grant or deny) use or disclose any of the Customer Background IPR, Customer Data or the Project Specific IPRs to or for the benefit of any third party. 19.4 The Supplier shall not embed any Supplier Background IPRs or third party IPRs in any Release or Deliverable that is to be assigned to the Customer under this Contract without Approval from the Customer. The default position is that this IPR should be assigned to the Customer on terms equivalent to the Open Government Licence terms unless otherwise agreed with the Customer. 19.5 The Supplier hereby grants, or shall procure the direct grant, to the Customer (and to any Replacement Supplier) of a perpetual, transferrable, irrevocable, sub-licensable, non-exclusive, royalty-free licence to copy, modify, disclose and use the Supplier Background IPRs for any purpose connected with the receipt of the Services that is incidental to the exercise of the rights granted to the Customer under this Contract and to enable the Customer: 19.5.1 to receive the Services; and 19.5.2 to make use of the Services provided by the Client shall remain Replacement Supplier. 19.6 The Customer hereby grants to the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer Supplier a limited, non-exclusive, non-transferableassignable, royalty-free license licence to use the Client’s intellectual property solely Customer Background IPRs, the Customer Data and the Project Specific IPRs during the Contract Period for the sole purpose of performing enabling the Outsourced Services under this Agreement. This license is strictly for internal use and Supplier to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill perform its obligations under this Agreement Contract and solely for purposes directly related provide the Services. The Customer gives no warranty as to the Outsourced suitability for the Supplier’s purpose of any IPRs licensed to the Supplier hereunder. Such licence: 19.6.1 includes the right to grant sub-licences to Sub-Contractors engaged in providing or delivering any of the Services provided. Neither Party shall modify, adapt, decompile, reverse(or part thereof) provided that any such Sub-engineer, or create derivative works based Contractor has entered into a confidentiality undertaking with the Supplier on the other Party’s intellectual property without obtaining prior written consent. Use same terms as set out in Clause 21 (Confidentiality) and that any such Sub-contracts shall be non-transferable and personal to the relevant Sub-contractor; and 19.6.2 is granted solely to the extent necessary for the provision of the other Party’s intellectual property Services in accordance with this Contract. The Supplier shall not, and shall procure that the Sub-Contractors do not, use the licensed materials for any other purpose beyond or for the scope benefit of this Agreement any person other than the Customer; 19.7 At the end of the Contract Period, the Customer grants to the Supplier a licence to use the Project Specific IPRs (excluding any Information which is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement the Customer’s Confidential information or which is subject to its own licensing the DPA) on the terms set out in the Open Government Licence. 19.8 Subject to Clause 19.9 and Clause 19.10 the Supplier shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any Customer Software or Project Specific IPRs. 19.9 Prior to using any third party IPRs in connection with the supply of the Services, the Supplier shall submit all details of such third party IPRs as the Customer may request to the Customer for Approval (“Request for Approval”). 19.10 Where the Supplier is granted permission to use the third party IPRs set out in a Request for Approval, the Supplier shall procure that the owner of such third party IPRs grants to the Customer a licence upon the terms informed to the Customer in the Request for Approval. 19.11 If the third party IPR is made available on terms equivalent to the Open Government Licence the Request for Approval will be agreed and the Supplier will procure licences under these terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materialsIf not, and neither Party the Customer rejects the Request for Approval, then a formal Change of Contract will be required. 19.12 The Supplier shall be liable for on demand, during and after the Contract Period, fully indemnify and keep fully indemnified and hold the Customer and the Crown harmless from and against all Losses which the Customer or the Crown may suffer or incur at any claims arising from time (whether before or after the unauthorized use making of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available a demand pursuant to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (iindemnity hereunder) is or becomes generally available to the public other than as a result of any claim (whether actual alleged asserted and/or substantiated and including third party claims) that the Recipient's breach rights granted to the Customer pursuant to this Contract and/or the performance by the Supplier of the provision of the Services and/or the possession or use by the Customer of the Services or Deliverables delivered by the Supplier (as appropriate) infringes or allegedly infringes a third party’s Intellectual Property Rights (“Claim”) except where the Claim arises from: 19.12.1 designs supplied by the Customer; or 19.12.2 the use of data supplied by the Customer which is not required to be verified by the Supplier under any provision of this Section 8; (ii) is or becomes available Contract. 19.13 The Customer shall notify the Supplier in writing of the Claim and the Customer shall not make any admissions which may be prejudicial to the Recipient defence or settlement of the Claim. The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the Supplier: 19.13.1 shall consult the Customer on all substantive issues which arise during the conduct of such litigation and negotiations; 19.13.2 shall take due and proper account of the interests of the Customer; 19.13.3 shall consider and defend the Claim diligently using competent counsel and in such a non-confidential basis from way as not to bring the reputation of the Customer into disrepute; and 19.13.4 shall not settle or compromise the Claim without Approval (such decision to Approve or not shall not be unreasonably withheld or delayed). 19.14 If a third-party sourceClaim is made in connection with this Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Customer and, at its own expense and subject to Approval (such decision to Approve or not shall not be unreasonably withheld or delayed), use its best endeavours to: 19.14.1 modify the relevant part of the Services and/or the Deliverables without reducing the functionality or performance of the same, or substitute alternative Services and/or deliverables of equivalent functionality or performance, so as to avoid the infringement or the alleged infringement, provided that such thirdthere is no additional cost or burden to the Customer; or 19.14.2 procure a licence to use and supply the Services and/or Deliverables, which are the subject of the alleged infringement, on terms which are acceptable to the Customer; and/or 19.14.3 in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-party is not perform those responsibilities and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was obligations and in the Recipient's possession prior event that the Supplier is unable to the Discloser's disclosure hereunder; comply with Clauses 19.14.1 or (iv) was or is independently developed by the Recipient without using any Confidential Information.19.14.2 within twenty

Intellectual Property Rights. (a) The Developer accepts and agrees that DMA shall be the absolute and exclusive owner and proprietor of the all details, plans, specifications, schedules, programs, budget, reports, calculations and other work relating to the Project hereafter referred to as "Proprietary Material", which have been or are hereafter written, originated or made by any of the Developer or the Persons claiming through or under it or any of their respective employees, contractors, consultants or agents in connection with this Agreement or the design, construction, insurance and financing of the Project. All Proprietary Material shall be clearly marked as such in capital letters and in bold face print. (b) DMA shall own all the intellectual property rights in materialsor relating to the Proprietary Material and all rights, specificationsprivileges, designsentitlements, trademarksinterests, title, property and proprietary information provided by benefits and associated rights whatsoever therein for the Client shall remain full period in accordance with the Applicable Laws and with all the reservations and extensions thereof and together with the exclusive property right of DMA to use such information and intellectual property/authorize the Client. All use thereof by Third Parties in India and abroad in any form, including without limitation the right to reproduce, translate, edit, modify, distribute, sell or assign such rights, with or without consideration. (c) DMA shall have the exclusive right to apply for/procure registration such intellectual property rights at its cost with relevant competent authorities in processesIndia and abroad. (d) The Developer and DMA hereby grant to each other an irrevocable, methodologiesroyalty- free, softwarenon-exclusive license to use all proprietary material owned by any of them or any of their respective employees, contractors, consultants or proprietary tools developed solely by the Outsourcer agents in connection with the Outsourced Services under this Agreement shall remain or the exclusive property design, construction, insurance and financing of the OutsourcerProject. Any intellectual property developed jointly by Such license shall carry the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license right to use such material for all purposes connected with the Client’s intellectual property solely for Project; however, it shall not be transferable to any Person other than to the purpose of performing the Outsourced Services permitted assignee under this Agreement. This Such license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based discontinue on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope termination or expiry of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to or the discharge by any Party of its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure duties hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.

Intellectual Property Rights. All 10.1 The provisions of this clause shall apply to all inventions made or registerable designs produced in the course of the Work and any other intellectual property generated or furnished to the Department under the Agreement. The rights in materialsof use of such inventions, specifications, designs, trademarks, and proprietary information provided registerable designs or other intellectual property by the Client Crown shall remain be as set out in the exclusive property of the Client. All intellectual property rights conditions in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under Schedule A to this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for Agreement. 10.2 For the purposes of this Agreement the term "for the services of the Crown" shall exclude the right for an Agency (such as the National Measurement Office) to exploit commercially any such invention, registrable design or other intellectual property. An Agency shall nonetheless be jointly entitled to so exploit but shall make payment to the Contractor on fair and reasonable terms in respect of any such exploitation. Such payment shall also take account of any inventions, registrable designs or other intellectual property used by such Agency which:- (a) is owned by the Parties, unless otherwise agreed in writing. The Client grants Contractor; (b) was not generated by the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services Contractor under this Agreement. This license is strictly for internal use and ; and (c) was made available to support the execution Department by the Contractor. 10.3 The results of the agreed deliverablesWork, including design data, inventions, copyright works and software, may be freely disclosed by the Department to other Government Departments and Agencies, except that it shall have regard to any requests made by the Contractor not to disclose information to particular parts of the Government service who might be potential competitors in areas of work of interest to the Contractor. However, the decision of the Secretary of State in this matter shall be final. The Outsourcer grants Crown shall also have the Client a limited license right, as provided for in sub-clause 3.3b of Schedule A, to use any Outsourcer Intellectual Property that of the results in a subsequent tender exercise, or in a contract for, the supply of other goods or services where parties other than the Contractor may be invited to participate. 10.4 The Contractor is incorporated into expected to use his best efforts to exploit the deliverables, solely intellectual property generated in the course of the work. Where such exploitation is for the Client’s internal business purposes under this Agreement. Each Party shall use benefit of parties other than the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to Crown, the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party Contractor shall be liable for any claims arising to pay a levy to the Department in respect of such exploitation. The amount of levy which should reasonably be paid shall be agreed with the Department. 10.5 When in the opinion of the Department the Contractor has not used his best efforts to secure such exploitation, whether by himself or through a licensee, within a period of three years from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating the Department may require the Contractor to license, on a willing licensor -willing licensee basis, the intellectual property continue involved to an organisation to be enforcednominated by the Department. From time Any royalties arising from such a licence shall be divided between the Contractor and the Department to time during reflect the duration of this Agreement, either Party (as the "Discloser") may disclose or make available respective financial contributions to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available work giving rise to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was intellectual property comprised in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationlicence.

Intellectual Property Rights. All 12.1 The Vendor expressly authorizes the Firm to use its trade marks/copy rights/ designs /logos and other intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided owned and/or licensed by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely it for the purpose of performing reproduction on the Outsourced Services under website and at such other places as the Firm may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement. This license is strictly for internal , each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use and to support the execution of the agreed deliverables. The Outsourcer grants trademark / logos on the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverablespublicity, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the advertising, promotional or other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related material in relation to the Outsourced Services provided. Neither services shall be construed as giving to any Party shall modifyany right, adapt, decompile, reverse-engineer, title or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use interest of any nature whatsoever to any of the other Party’s intellectual property trademarks and / or logos. 13 Entire Agreement 13.1 This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter. 14 Assignment 14.1 Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontract able or conveyable by Vendor, either by operation of law or otherwise, without the express, prior, written consent of the Firm signed by an authorized representative of such Party. The Firm is at liberty to refuse such consent. 15 Confidentiality 15.1 The contents of the agreement and any information passed on by the Firm to the Vendor is highly confidential in nature and the Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor or its agents, servants, representatives or any person acting through or claiming through the Vendor for any purpose beyond other than for the scope performance of its obligations under this Agreement. The Vendor agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, ▇▇▇▇▇▇ agrees that the Firm shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement is strictly prohibitedand/or disclosure of the Confidential Information. Any third-party intellectual property incorporated The Firm shall also have the right to pursue any other rights or remedies available at law or equity for such a breach. 16 Relationships of Parties 16.1 Nothing in materials provided this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Firm shall not be responsible for the acts or omissions of the Vendor and Vendor shall not represent the Firm, neither has any power or authority to speak for, represent, bind or assume any obligation on behalf of the Firm. 17 Waivers 17.1 No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party. 18 Force Majeure 18.1 Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is subject to beyond that Party's reasonable control and without its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any such third-party materialsGovernment authority, and neither Party shall be liable for any claims arising from delays in obtaining licenses or rejection of applications under the unauthorized use Statutes, failure of these materials. The provisions of this Section shall survive the termination telephone connections or expiration of this Agreementpower failure, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose fire or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationfloods.

Intellectual Property Rights. 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. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary any information or data provided by the Client Authority to the Supplier from time to time, or otherwise obtained by the Supplier for the purpose of providing the Services or Ancillary Services shall remain the exclusive property of the ClientAuthority or, as the case may be, shall to the extent it is reasonably able to do so be transferred and assigned from time to time by the Supplier to the Authority. All intellectual property rights The Supplier shall not use such information or data for any sales or marketing activity or with a view to acquiring customers for its own branded or unbranded products (without the express written consent of the Authority). The Supplier shall ensure that the provision of the Services, the Ancillary Services and the performance of the Supplier’s obligations under this Framework Agreement shall not infringe any Intellectual Property Rights of any third party. The Supplier shall on demand indemnify and keep the Authority indemnified in processesfull from and against all claims, methodologiesdemands, softwareactions, 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 of the Services or Ancillary Services or the performance of the Supplier’s obligations under this Framework Agreement, except to the extent that such liabilities have resulted directly from the Authority’s failure properly to observe its obligations under this Clause 7. 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 of the Services or the Ancillary Services. The Authority shall promptly notify the Supplier if any claim or demand is made or action brought against the Authority to which Clause 7.4 may apply. The Supplier shall, at the request of the Authority, conduct any litigation arising therefrom and all negotiations in connection therewith and, in these circumstances, the Authority shall grant to the Supplier exclusive control of any such litigation and such negotiations. The Authority shall at the request of the Supplier afford to the Supplier reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority to which Clause 7.4 may apply or any claim or demand made or action brought against the Supplier to which Clause 7.5 may apply. The Supplier shall reimburse the Authority for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. The Authority 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 7.4 may apply or any claim or demand made or action brought against the Supplier to which Clause 7.5 may apply. If a claim or demand is made or action brought to which Clause 7.4 may apply, or proprietary tools developed solely in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may at its own expense and within a reasonable time either: modify any or all of the Services or Ancillary Services, without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the Services or Ancillary Services so as to avoid the infringement or the alleged infringement, provided that the terms of this Framework Agreement shall apply, with such changes as are necessary, to such modified or substituted items or services and such substitution shall not increase the burden on Prospective Customers or on the Authority; or procure a licence to enable it to perform the Services or Ancillary Services on terms that are reasonably acceptable to the Authority. In the event that the Supplier has availed itself of its rights to modify the Services or the Ancillary Services or to supply a substitute service or services pursuant to Clause 7.9.1 or to procure a licence under Clause 7.9.2 and such exercise of the said rights has avoided any claim, demand or action for infringement or alleged infringement, then the Supplier shall have no further liability thereafter under this Clause 7 in respect of the said claim, demand or action other than in respect of any costs, expenses or liabilities suffered or incurred in relation to such claim, demand or action prior to the modification, substitution or procurement. In the event that a modification or substitution in accordance with Clause 7.9.1 is not possible so as to avoid the infringement, or the Supplier has been unable to procure a licence in accordance with Clause 7.9.2, the Authority may terminate or cease the provision by the Outsourcer Supplier of relevant Services (including particular Gas Products) or Ancillary Services, this Framework Agreement or any Customer Contracts. This Clause 7 sets out the entire financial liability of the Supplier with regard to the infringement of any Intellectual Property Rights by the availability of the Services, Gas Products or Ancillary Services hereunder. This shall not affect the Supplier’s financial liability for other defaults or causes of action that may arise hereunder. The Authority warrants that the Supplier’s use of any third party item supplied directly or indirectly by the Authority, to the extent that such use is in accordance with any instructions given by the Authority in connection with the Outsourced Services under this Agreement use of such item, shall remain not cause the exclusive property of Supplier to infringe any third party’s Intellectual Property Rights in such item. The Supplier shall grant to the Outsourcer. Any intellectual property developed jointly Authority and any Contracted Customer (as requested by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer Authority) a limitedroyalty-free, non-exclusiveterminable licence until the later of: expiry or termination of the final Customer Contract; the end of the Term, non-transferablein respect of any Intellectual Property Rights to the extent that such licence is required in relation to the performance of any obligation, royalty-free license to use or proper enjoyment of any right, of either the Client’s intellectual property solely for Authority or the purpose of performing Customer, as the Outsourced Services case may be, under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use Framework Agreement or any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationCustomer Contract.

Intellectual Property Rights. 11.1 All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided IPR of either Party either pre-existing or created by either Party during or arising from the Client shall remain the exclusive property performance of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive absolute property of that Party or its licensors. 11.2 Without prejudice to any open source software licence terms, which terms shall apply independent of this licence grant BT grants the Outsourcer. Any intellectual property developed jointly Customer a non-transferable and non-exclusive licence to use in object code form, all Software and associated documentation that may be supplied by BT, subject to the Customer’s compliance with the Agreement, any third party terms and conditions that apply to the use of the Software, and associated documentation, solely as necessary for receipt or use of the Products or Services. 11.3 The Customer undertakes not to copy, decompile or modify or reverse engineer any Software or knowingly allow or permit anyone else to do so, except as expressly permitted by BT in writing or otherwise provided at law. 11.4 The term of any licence granted by BT under Clause 11.2 is coterminous with the term for the Service with which the Software is associated or in relation to which any Product is supplied. 11.5 Excluding any open source Software that may be made available by BT to the Customer in connection with the delivery of the Services, BT will indemnify the Customer against all third party claims and proceedings arising from infringement of any third party’s IPR by the Parties specifically for Customer’s receipt of any Services or Products only to the purposes extent that the Customer promptly notifies BT in writing of this Agreement shall be jointly owned by any such claim, that BT is given immediate and complete control of any such claim, that the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use Customer does not make any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly public statements related to the Outsourced claim or in any way prejudice BT’s defence of such claim, and that the Customer gives BT all reasonable assistance with such claim. All costs incurred or recovered in such negotiations, litigation, and settlements shall be for BT’s account. 11.6 The indemnity set out in Clause 11.5 shall not apply to claims or proceedings arising from: (a) use of any BT Equipment, Products, Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the any Software in conjunction or combination with other Party’s intellectual property without obtaining prior written consent. Use equipment or software or any other service not supplied by BT; (b) any unauthorised alteration or modification of the Service, Product or any Software; (c) Content, designs or specifications supplied by or on behalf of The Customer; or (d) use of the Service, any Product or any Software other Party’s intellectual property for any purpose beyond the scope of than in accordance with this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured Agreement. 11.7 The Customer will indemnify and hold BT harmless against all necessary rights such claims, losses, costs and permissions to use any such third-party materials, and neither Party shall be liable for any claims liabilities arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreementmatters set out in Clause 11.6 (a), ensuring (b), (c) and (d) above that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available are attributable to the other Party (Customer or its agents or Users and will, immediately upon notification of any such claim by BT, cease any activity that gave rise to the claim. 11.8 If any Product or Service becomes, or BT believes it is likely to become, the subject of a claim of infringement of any IPR as the "Recipient")referred to in Clause 11.5, non-publicBT, proprietaryat its option and expense, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information thatmay: (ia) secure for the Customer a right of continued use; or (b) modify or replace the Product or Service so that it is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party sourceno longer infringing, provided that such third-party is modification or replacement shall not materially affect the performance of the Product or Service. 11.9 The indemnity in Clause 11.5 sets out the Customer’s sole and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationexclusive remedy for claims of infringement of intellectual property rights.

Intellectual Property Rights. All 13.1 Nothing in this Agreement shall be deemed to grant either Party, by implication, estoppel or otherwise, any licenses or other rights under or with respect to the Intellectual Property Rights of the other Party, provided that nothing herein shall be interpreted to limit Spansion’s right to export, import, offer to sell, sell, use or otherwise dispose of any Wafers purchased pursuant to this Agreement. 13.2 Jointly Developed Technology shall mean any Process Technology-related Development that is conceived, developed, written or otherwise created, either (i) jointly by employees or contractors of Spansion together with employees or contractors of Fujitsu, (ii) solely by employees or contractors of Fujitsu using or embodying Spansion Confidential Information or Spansion Intellectual Property Rights, or (iii) solely by employees or contractors of Spansion using or embodying Fujitsu Confidential Information or Fujitsu Intellectual Property Rights, in each case during and in the course of the transactions contemplated by this Agreement. The ownership of and the right to file for any patent or utility model (“Patent”), copyrights, trade secret rights or other intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically (excluding mask work rights) for the purposes of this Agreement any Jointly Developed Technology shall be jointly owned by the Parties, unless otherwise agreed in writingSpansion and Fujitsu. The Client grants the Outsourcer a limitedParties agree to cooperate in applying for, non-exclusive, non-transferable, royalty-free license to use the Client’s prosecuting and maintaining any jointly owned Patent and in protecting jointly owned other intellectual property solely for rights and shall equally share the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreementexpenses thereof. Each Party shall use have the right to make, have made, use, sell, offer to sell, export, import or otherwise dispose of products and processes using the jointly owned Patent and other intellectual property rights (excluding mask work rights) and to license third parties without accounting to the other Party unless otherwise mutually agreed upon in writing. 13.3 When any Development is conceived, developed, written or otherwise created solely by employees or contractors of a Party, without using or embodying the other Party’s intellectual property only as necessary Confidential Information or Intellectual Property Rights, the ownership of all Intellectual Property Rights covering such Development shall rest solely with that Party. The Party owning any such Developments shall have the sole right to fulfill its obligations under this Agreement obtain and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated hold in materials provided under this Agreement is subject to its own licensing termsname copyrights, mask work registrations and similar protections which may be available with respect to such Developments and to prepare, file and prosecute patent applications and to obtain, and maintain and enforce patents covering such Developments. 13.4 Spansion shall retain all ownership rights in all Background IP. 13.5 Spansion hereby assigns and agrees to assign, and will cause its Affiliates, as applicable, to assign, to Fujitsu or its designated Affiliate an undivided one-half interest in any Jointly Developed Technology conceived, developed, written or otherwise created solely by employees or contractors of Spansion using or embodying Fujitsu Confidential Information or Fujitsu Intellectual Property Rights, so that such Jointly Developed Technology is owned one-half by Fujitsu or its designated Affiliate. Spansion will, and will cause its relevant Affiliates to, provide Fujitsu or its designated Affiliate with reasonable assistance and cooperation (which may include executing written instruments as may be reasonably requested by Fujitsu or its designated Affiliate) in applying for, prosecuting, obtaining, perfecting and enforcing its Intellectual Property Rights in such Jointly Developed Technology; provided that the out-of-pocket expenses reasonably incurred by Spansion and its Affiliates in providing such assistance and cooperation are reimbursed by Fujitsu or its designated Affiliate. Fujitsu hereby assigns and agrees to assign, and will cause its Affiliates, as applicable, to assign, to Spansion or its designated Affiliate an undivided one-half interest in any Jointly Developed Technology conceived, developed, written or otherwise created solely by employees or contractors of Fujitsu using or embodying Spansion Confidential Information or Spansion Intellectual Property Rights, so that such Jointly Developed Technology is owned one-half by Spansion or its designated Affiliate. Fujitsu will, and will cause its relevant Affiliates to, provide Spansion or its designated Affiliate with reasonable assistance and cooperation (which may include executing written instruments as may be reasonably requested by Spansion or its designated Affiliate) in applying for, prosecuting, obtaining, perfecting and enforcing its Intellectual Property Rights in such Jointly Developed Technology; provided that the out-of-pocket expenses reasonably incurred by Fujitsu and its Affiliates in providing such assistance and cooperation are reimbursed by Spansion or its designated Affiliate. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materialsagrees, and neither agrees to cause its respective affiliates, not to enforce against any Seconded Employee any right such Party shall be liable for may have under its applicable policies and agreements regarding confidential information and inventions to prohibit such Seconded Employees from disclosing and assigning Developments and Jointly Developed Technology solely as authorized above in this Section 13. 13.6 Each Party agrees to cause its employees (including Seconded Employees) and contractors to execute any claims arising from assignments or other documents reasonably necessary to effectuate the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information13.

Intellectual Property Rights. All intellectual property rights 8.1 We (or our suppliers) own all Intellectual Property Rights in materialsthe netalytics product, specificationsthe Content and the Website and you do not acquire, designsby virtue of this agreement, trademarksany right, title or interest in any of them other than the licence set out in paragraph 4.1. 8.2 Subject to the provisions of this paragraph 8, we will indemnify you and proprietary information each of your Permitted Affiliates on written demand in respect of the Indemnified Losses within the time specified in that demand provided by that: (a) you notify us in writing promptly of any IPR Claim of which you have notice; (b) you will not admit any liability or agree to any settlement or compromise of an IPR Claim without our prior written consent; (c) we will be entitled at any time from notification in accordance with paragraph 8.2(a) to assume exclusive conduct of the Client IPR Claim (which shall remain include, but not be limited to, the exclusive property right to conduct any proceedings or action, including in your name, negotiate the settlement of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the Outsourced Services under this Agreement shall remain IPR Claim); (d) you will give us all reasonable assistance in connection with the exclusive property conduct of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the PartiesIPR Claim (as referred to in paragraph 8.2(c)) at our request, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license cost and expense; and (e) until such time (if at all) we choose to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution assume exclusive conduct of the agreed deliverables. IPR Claim in accordance with paragraph 8.2(c) above, you will take all proper action to deal with the IPR Claim so as to minimise the extent of any Indemnified Loss. 8.3 The Outsourcer grants the Client a limited license indemnity in this paragraph 8 shall not apply to use any Outsourcer Intellectual Property that is incorporated into the deliverablesIPR Claim which arises: (a) from any changes, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related modifications, updates or enhancements made to the Outsourced Services provided. Neither Party shall modifysoftware contained in the netalytics product, adaptnetalytics Netting Reports, decompile, reverse-engineerother than by, or create derivative works based on with the other Party’s intellectual property without obtaining prior advance written consent. Use approval, of us; or (b) as a result of any use of the netalytics product other Party’s intellectual property for any purpose beyond than in accordance with the scope guidance notes that form part of the netalytics product or this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising agreement; or (c) from the unauthorized use of these materials. the software contained in the netalytics product, in combination with any other software and/or any equipment which has not been approved by us in advance for that use. 8.4 The provisions of this Section paragraph 8 state your and any of your Permitted Affiliates' exclusive remedy in connection with an IPR Claim. Paragraph 9.4 shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available not apply to the other Party (as the "Recipient"), non-public, proprietary, and confidential information amounts which you may claim from us by way of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationIndemnified Losses.

Intellectual Property Rights. All intellectual property rights Any IPR which arises in materials, specifications, designs, trademarks, and proprietary information provided the course of the implementation of the Project by the Client shall remain Grantee will belong to the exclusive property of Grantee, provided that the Client. All intellectual property rights in processesGrantee hereby grants to the Authority a worldwide, methodologiesperpetual, software, or proprietary tools developed solely by the Outsourcer in connection royalty free licence to use such IPR for any purpose directly connected with the Outsourced Services under Project. Except as provided for in clause 24.1, this Grant Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use will not grant either Party any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use rights over the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services providedIPR. Neither In particular, neither Party shall modify, adapt, decompile, reverse-engineer, will own or create derivative works based on assert any interest in the other Party’s intellectual property without obtaining prior written consentexisting IPR. Use The Grantee warrants that it will take all reasonable steps to ensure that its implementation of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided Project under this Grant Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use will not infringe any such third-party materials, and neither Party shall be liable for IPR of any claims arising from the unauthorized use of these materialsthird party. The provisions of this Section shall survive Grantee agrees to indemnify and hold the termination Authority harmless against all liability, loss, damage, costs and expenses (including legal costs) which the Authority may incur or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than suffer as a result of any claim of alleged or actual infringement of a third party’s IPR arising out of the Recipient's breach Grantee’s implementation of the Project. The Parties will attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Grant Agreement. The Parties may settle any dispute using a dispute resolution process which they agree. If the Parties are unable to resolve a dispute in line with clauses 25.1 or 25.2, the dispute may, by agreement between the Parties, be referred to mediation in accordance with the Model Mediation Procedure issued by the Centre for Effective Dispute Resolution (“CEDR”), or such other mediation procedure as is agreed by the Parties. Unless otherwise agreed between the Parties, the mediator will be nominated by CEDR. To initiate the mediation the Party will give notice of the intention to mediate in writing (“the ADR Notice”) to the other Party, and that latter Party will choose whether or not to accede to mediation. A copy of the ADR Notice should be sent to CEDR, unless other mediation is agreed upon by both Parties. If the latter Party chooses to accede to mediation, the mediation will start no later than 14 days after the date on which the ADR Notice is sent. The performance of the obligations which the Grantee has under this Grant Agreement will not cease or be delayed because a dispute has been referred to mediation under clause 25.3 of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationGrant Agreement.

Intellectual Property Rights. All 26.1 Except as otherwise expressly provided in this Interconnection Agreement, all trade-marks, inventions, patents, copyrights, designs, design rights, trading names (whether or not registered) and all other intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client (“Intellectual Property”) shall remain in the exclusive property ownership of the Client. All intellectual property rights person creating or owning the same and nothing in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Interconnection Agreement shall remain confer or be deemed to confer on either Party any rights or licences in the exclusive property Intellectual Property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes other Party or of this Agreement any Third Party. 26.2 Neither Party shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license entitled to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use trademarks or service marks (whether registered or not) of the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to Party in any document or other medium, without the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use consent of the other Party’s intellectual property for . 26.3 The Parties shall negotiate arrangements (including in respect of title) concerning Intellectual Property jointly developed in the course of performing this Interconnection Agreement or otherwise in connection with this Interconnection Agreement. 26.4 Each Party (referred to in this clause as the “Indemnifying Party”) agrees, to indemnify, and keep indemnified the other Party against all liability or loss arising directly or indirectly from, and all reasonable costs, charges and expenses incurred in connection with any purpose beyond claim, action, suit or demand alleging infringement by the scope other Party of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided the rights of a Third Party arising from use by the other Party of Intellectual Property disclosed or licensed by the Indemnifying Party under this Agreement is subject to its own licensing termsInterconnection Agreement. Each Party represents that it has secured all necessary rights This indemnification shall represent the only remedy and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use form of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make compensation available to the other Party (as in relation to Intellectual Property licensed or disclosed by the "Recipient")Indemnifying Party under this Interconnection Agreement. 26.5 Each Party shall be responsible and liable for obtaining and maintaining in that Party’s name and at that Party’s expense all licences, non-publicpermits, proprietaryconsents, waivers, authorizations and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing Intellectual Property or other tangible form is clearly labeled as "confidential," rights required for the provision of any Service to that Party or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized the installation or the use of any equipment in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is conjunction therewith for the entire duration during which the Services are provided or becomes generally made available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available that Party. Each Party shall provide reasonable co-operation to the Recipient on a non-confidential basis from a third-party sourceother Party, provided that such third-party is not at the other Party’s cost, in relation to all licences, permits, consents, waivers, authorizations and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior Intellectual Property or other rights required to the Discloser's disclosure hereunder; or (iv) was or is independently developed be obtained by the Recipient without using any Confidential Informationother Party under this clause.

Intellectual Property Rights. Save as granted under this Contract, neither the CLIENT nor the SERVICE PROVIDER shall acquire any right, title or interest in the SERVICE PROVIDER’s Pre-Existing Intellectual Property Rights nor in the CLIENT’s Pre-Existing Intellectual Property Rights respectively. All intellectual property rights in materials, specifications, designs, trademarks, Contract Generated Intellectual Property Rights shall be proprietary to and proprietary information provided owned by the Client CLIENT and the SERVICE PROVIDER shall remain enter into such documentation and perform such acts as the CLIENT shall request to properly vest such Contract Generated Intellectual Property Rights in the CLIENT. Accordingly the SERVICE PROVIDER hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights. The SERVICE PROVIDER hereby grants to the CLIENT a royalty-free, irrevocable, non-exclusive property licence to such of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed SERVICE PROVIDER’s Pre-Existing Intellectual Property Rights and for such term as the CLIENT shall require solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement Contract. To the extent that the SERVICE PROVIDER creates any materials (in whatever form or media), including training, marketing, promotional or publicity materials, relating to the provision of the Ordered Services (“Service Materials”) it shall be jointly owned by provide copies of all Service Materials to the PartiesCLIENT promptly and the SERVICE PROVIDER hereby grants to the CLIENT a royalty free, unless otherwise agreed in writing. The Client grants the Outsourcer a limitedirrevocable, non-exclusive, non-transferable, royalty-free license exclusive licence for such term as the CLIENT shall require to use all and any Intellectual Property Rights in the ClientService Materials as it shall reasonably require with the ability to sub-licence the same. The SERVICE PROVIDER shall procure that the provision of the Ordered Services shall not infringe any Intellectual Property Rights of any third party. The SERVICE PROVIDER shall indemnify the CLIENT 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 of the Ordered Services, except to the extent that such liabilities have resulted directly from the CLIENT’s intellectual property solely failure properly to observe its obligations under this Clause 15. The SERVICE PROVIDER shall promptly notify the CLIENT if any claim or demand is made or action brought against the SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability of the Ordered Services hereunder. The CLIENT shall promptly notify the SERVICE PROVIDER if any claim or demand is made or action brought against the CLIENT to which Clause 15.6 or Clause 15.7 may apply. The SERVICE PROVIDER shall at its own expense conduct any litigation arising there from and all negotiations in connection therewith and the CLIENT hereby agrees to grant to the SERVICE PROVIDER exclusive control of any such litigation and such negotiations. The CLIENT shall at the request of the SERVICE PROVIDER afford to the SERVICE PROVIDER all reasonable assistance for the purpose of performing contesting any claim or demand made or action brought against the Outsourced Services under this AgreementCLIENT to which Clause 15.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 15.7 may apply. This license The SERVICE PROVIDER shall reimburse the CLIENT for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. The CLIENT 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 15.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 15.7 may apply. If a claim or demand is strictly for internal use and made or action brought to support which Clause 15.6 may apply, or in the execution reasonable opinion of the agreed deliverablesSERVICE PROVIDER is likely to be made or brought, the SERVICE PROVIDER may at its own expense and within a reasonable time either: modify any or all of Ordered Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the Ordered Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted items or services and such substitution shall not increase the burden on the CLIENT such modified or substituted items shall be acceptable to the CLIENT, such acceptance not to be unreasonably withheld; or procure a licence to use the Ordered Services on terms that are reasonably acceptable to the CLIENT. The Outsourcer grants foregoing provisions of this Clause 15 shall not apply insofar as any such claim or demand or action is in respect of: any use by the Client a limited license to CLIENT of the Ordered Services in combination with any item or service not supplied or approved by the SERVICE PROVIDER where such use any Outsourcer Intellectual Property that is incorporated into of the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes Ordered Services directly related gives rise to the Outsourced Services provided. Neither Party shall modifyclaim, adapt, decompile, reverse-engineer, demand or create derivative works based action; or any modification carried out by or on the other Party’s intellectual property without obtaining prior written consent. Use behalf of the other Party’s intellectual property for CLIENT to any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials Ordered Service provided under this Agreement Contract if such modification is subject not authorised by the SERVICE PROVIDER in writing; or any use by the CLIENT of the Ordered Services in a manner not reasonably to be inferred from the specification or requirements of the CLIENT. In the event that the SERVICE PROVIDER has availed itself of its own licensing termsrights to modify the Ordered Services or to supply a substitute service or services pursuant to Clause 15.11.1 or to procure a licence under Clause 15.11.2 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 thereafter under this Clause 15 in respect of the said claim, demand or action. Each Party represents In the event that it a modification or substitution in accordance with Clause 15.11.1 above is not possible so as to avoid the infringement, or the SERVICE PROVIDER has secured all necessary rights been unable to procure a licence in accordance with Clause 15.11.2: the CLIENT shall be entitled to terminate this Contract; and permissions to use any such third-party materials, and neither Party the SERVICE PROVIDER shall be liable for the value of the additional costs incurred in implementing and maintaining replacement services. This Clause 15 sets out the entire financial liability of the SERVICE PROVIDER with regard to the infringement of any claims arising Intellectual Property Right by the availability of the Ordered Services hereunder. This shall not affect the SERVICE PROVIDER’s financial liability for other Defaults or causes of action that may arise hereunder. The CLIENT warrants that the SERVICE PROVIDER’s use of any third party item supplied directly or indirectly by the CLIENT in accordance with any instructions given by the CLIENT 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. Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the CLIENT and the SERVICE PROVIDER acknowledge that any Confidential Information originating from: the CLIENT, its servants or agents is the property of the CLIENT; and the SERVICE PROVIDER, its employees, servants or agents is the property of the SERVICE PROVIDER. The SERVICE PROVIDER and the CLIENT shall procure that: any person employed or engaged by them (in connection with this Contract in the course of such employment or engagement) shall only use Confidential Information for the purposes of this Contract; any person employed or engaged by them in connection with this Contract shall not, in the course of such employment or engagement, disclose any Confidential Information to any third party without the prior written consent of the other party; they shall take all necessary precautions to ensure that all Confidential Information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Contract by their employees, servants, agents or Sub-Contractors; and without prejudice to the generality of the foregoing neither the CLIENT nor the SERVICE PROVIDER nor any person engaged by them whether as a servant or a consultant or otherwise shall use the Confidential Information for the solicitation of business from the unauthorized use of these materialsother or from any third party. The provisions of this Section Clause 16.1 and Clause 16.2 shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating not apply to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information thatwhich: (i) is or becomes generally available to the public knowledge other than as a result of the Recipient's by breach of this Section 8Clause 16; (ii) or is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or becomes available to the Recipient on a non-confidential basis is received from a third-third party source, provided that such third-party who lawfully acquired it and who is not and was not prohibited from disclosing such Confidential Information after due inquiryunder no obligation restricting its disclosure; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed without access to the Confidential Information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information ▇▇▇ ▇▇▇▇ or the Environmental Information Regulations 2004. is required to be disclosed by a competent regulatory authority (including the Law Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of professional conduct. Nothing in this Clause 16 shall be deemed or construed to prevent the CLIENT from disclosing any Confidential Information obtained from the SERVICE PROVIDER: to any other department, office or agency of Her Majesty’s Government (“Crown Bodies”), provided that the CLIENT has required that such information is treated as confidential by such Crown Bodies and their servants, including requiring servants to enter into a confidentiality agreement on substantially the same terms as the Model Confidentiality Agreement (1) set out in Schedule 2-10 prior to disclosure of the Confidential Information whereupon the CLIENT shall have no further liability for breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such Confidential Information shall be considered as parties to this Contract within Section 1(1) of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ for the purpose only of being entitled to further disclose the Confidential Information to other Crown Bodies on such terms; and to any consultant, contractor or other person engaged by the Recipient without CLIENT in connection herewith, provided that the CLIENT shall have required that such information be treated as confidential by such consultant, contractor or other person, together with their servants, including requiring servants to enter into a confidentiality agreement on substantially the same terms as the Model Confidentiality Agreement (2) set out in Schedule 2-9 prior to disclosure of the Confidential Information whereupon the CLIENT shall have no further liability for breach of confidentiality in respect of consultants, contractors or other people. Nothing in this Clause 16 shall prevent the SERVICE PROVIDER or the CLIENT from using data Processing techniques, ideas and know-how gained during the performance of this Contract in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential Information or an infringement by the CLIENT or the SERVICE PROVIDER of any Confidential InformationIntellectual Property Rights.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by (a) The Contractor hereby assigns to the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly YJB all Intellectual Property Rights owned by the Parties, unless otherwise agreed Contractor in writingany Material which is generated by the Contractor or by his sub-contractors and delivered to the YJB in the performance of the Services and shall waive all moral rights relating to such Material. The Client grants Contractor shall not reproduce, publish or supply any such Material to any party other than the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use YJB without the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution prior written approval of the agreed deliverablesYJB. (b) The Contractor shall ensure where necessary that he secures the necessary rights to effect such vesting in the YJB. The Outsourcer grants Contractor shall obtain the Client approval of the YJB before utilising any material in which he cannot secure such rights. (c) Subject to Condition 8(d) the Contractor shall indemnify the YJB against all claims, proceedings, actions, damages, legal costs (including but not limited to legal costs and disbursements on a limited license to solicitor and client basis), expenses and any other liabilities arising from or incurred by the use any Outsourcer Intellectual Property that is incorporated into by the deliverablesContractor, solely for in the Client’s internal business purposes under this Agreement. Each Party shall use performance of the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineerServices, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use use by the YJB following delivery by the Contractor, of any material which involves any infringement or alleged infringement of the other Party’s intellectual Intellectual property for Rights of any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. third party. (d) The provisions of this Section Condition 8(c) shall survive not apply in respect of any material which the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available YJB has supplied to the other Party Contractor or which the YJB has specified for use by the Contractor or for delivery to the YJB. (as e) The YJB shall indemnify the "Recipient"Contractor against all claims, proceedings, actions, damages, legal costs (including but not limited to legal costs and disbursements on a solicitor and client basis), nonexpenses and any other liabilities arising from or incurred by the use by the Contractor, in the performance of the Services, of any material referred to in Condition 8(d) which involves any infringement or alleged infringement of the Intellectual Property Rights of any third party. (f) Where any claim is made by a third party in respect of any material referred to in Condition 8(c) or 8(e), the Party which is required to provide an indemnity under those provisions shall have the right to conduct, or take over the conduct of, the defence to the claim and to any proceedings or action brought by the third party. (g) The original artwork of the Material will be held by the YJB and not returned to the Contractor or his sub-public, proprietary, and confidential information contractor. (h) The YJB reserves the right to determine whether the results of Discloser [whether or not marked or labeled as "confidential"/thatthe work shall be published and, if disclosed so, on what conditions and in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationwhat form.

Intellectual Property Rights. 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. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary any information or data provided by the Client Authority to the Supplier from time to time, or otherwise obtained by the Supplier for the purpose of providing the Services or Ancillary Services shall remain the exclusive property of the ClientAuthority or, as the case may be, shall to the extent it is reasonably able to do so be transferred and assigned from time to time by the Supplier to the Authority. All intellectual property rights The Supplier shall not use such information or data for any sales or marketing activity or with a view to acquiring customers for its own branded or unbranded products (without the express written consent of the Authority). The Supplier shall ensure that the provision of the Services, the Ancillary Services and the performance of the Supplier’s obligations under this Framework Agreement shall not infringe any Intellectual Property Rights of any third party. The Supplier shall on demand indemnify and keep the Authority indemnified in processesfull from and against all claims, methodologiesdemands, softwareactions, 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 of the Services or Ancillary Services or the performance of the Supplier’s obligations under this Framework Agreement, except to the extent that such liabilities have resulted directly from the Authority’s failure properly to observe its obligations under this Clause 7. 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 of the Services or the Ancillary Services. The Authority shall promptly notify the Supplier if any claim or demand is made or action brought against the Authority to which Clause 7.4 may apply. The Supplier shall, at the request of the Authority, conduct any litigation arising therefrom and all negotiations in connection therewith and, in these circumstances, the Authority shall grant to the Supplier exclusive control of any such litigation and such negotiations. The Authority shall at the request of the Supplier afford to the Supplier reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority to which Clause 7.4 may apply or any claim or demand made or action brought against the Supplier to which Clause 7.5 may apply. The Supplier shall reimburse the Authority for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. The Authority 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 7.4 may apply or any claim or demand made or action brought against the Supplier to which Clause 7.5 may apply. If a claim or demand is made or action brought to which Clause 7.4 may apply, or proprietary tools developed solely in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may at its own expense and within a reasonable time either: modify any or all of the Services or Ancillary Services, without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the Services or Ancillary Services so as to avoid the infringement or the alleged infringement, provided that the terms of this Framework Agreement shall apply, with such changes as are necessary, to such modified or substituted items or services and such substitution shall not increase the burden on Prospective Customers or on the Authority; or procure a licence to enable it to perform the Services or Ancillary Services on terms that are reasonably acceptable to the Authority. In the event that the Supplier has availed itself of its rights to modify the Services or the Ancillary Services or to supply a substitute service or services pursuant to Clause 7.9.1 or to procure a licence under Clause 7.9.2 and such exercise of the said rights has avoided any claim, demand or action for infringement or alleged infringement, then the Supplier shall have no further liability thereafter under this Clause 7 in respect of the said claim, demand or action other than in respect of any costs, expenses or liabilities suffered or incurred in relation to such claim, demand or action prior to the modification, substitution or procurement. In the event that a modification or substitution in accordance with Clause 7.9.1 is not possible so as to avoid the infringement, or the Supplier has been unable to procure a licence in accordance with Clause 7.9.2, the Authority may terminate or cease the provision by the Outsourcer Supplier of relevant Services (including particular Electricity Products) or Ancillary Services, this Framework Agreement or any Customer Contracts. This Clause 7 sets out the entire financial liability of the Supplier with regard to the infringement of any Intellectual Property Rights by the availability of the Services, Electricity Products or Ancillary Services hereunder. This shall not affect the Supplier’s financial liability for other defaults or causes of action that may arise hereunder. The Authority warrants that the Supplier’s use of any third party item supplied directly or indirectly by the Authority, to the extent that such use is in accordance with any instructions given by the Authority in connection with the Outsourced Services under this Agreement use of such item, shall remain not cause the exclusive property of Supplier to infringe any third party’s Intellectual Property Rights in such item. The Supplier shall grant to the Outsourcer. Any intellectual property developed jointly Authority and any Contracted Customer (as requested by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer Authority) a limitedroyalty-free, non-exclusiveterminable licence until the later of: expiry or termination of the final Customer Contract; the end of the Term, non-transferablein respect of any Intellectual Property Rights to the extent that such licence is required in relation to the performance of any obligation, royalty-free license to use or proper enjoyment of any right, of either the Client’s intellectual property solely for Authority or the purpose of performing Customer, as the Outsourced Services case may be, under this AgreementFramework Agreement or any Customer Contract. This license is strictly for internal DISASTER RECOVERY AND BACK-UP In the event of a Disaster the Supplier and the Authority shall each use its respective reasonable endeavours: to continue to perform, with the minimum disruption possible having regard to the nature and to support the execution extent of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverablesDisaster, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Framework Agreement and, in the case of the Supplier, its obligations under the Customer Contracts; and solely for purposes directly related to re-establish its full capacity to perform its obligations under this Framework Agreement and, in the case of the Supplier, the Customer Contracts in as timely a manner as possible having regard to the Outsourced Services providednature and extent of the Disaster. Neither Party Without limiting Clause 8.1 the Supplier, in the event of a Disaster, shall modifyuse all reasonable endeavours to ensure that all infrastructure components are restored within the relevant Recovery Time. For the purposes of determining whether a Recovery Time has been met, adapt, decompile, reverse-engineer, or create derivative works based time shall start to run from the moment when the Disaster starts to materially impact on the other PartySupplier’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided ability or capacity to perform its obligations under this Framework Agreement is subject to its own licensing termsor any Customer Contract. Each Party represents The Supplier shall develop and at all times maintain a plan that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from implemented if a Disaster occurs so as to enable the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights Supplier to meet its obligations under Clauses 8.1 and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party 8.2 (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"“Disaster Recovery Plan”), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.

Intellectual Property Rights. All 10.1 Each party shall remain the sole owner of its intellectual property rights, technical data, know-how, designs, specifications and the like generated or acquired prior to the execution of this Agreement, and any transfer of such information from one party to another (or to a Project Organization) under this Agreement is to be used only for the express purpose for which it was transferred. Any additional use of that information would be the subject of a separate license or other agreement to be entered into between the parties. 10.2 No license to the other party (or to a Project Organization) under any intellectual property rights is granted or implied by conveying proprietary or confidential information to that party (or to a Project Organization) for any purpose whatsoever other than the limited purposes of the parties permitted under this Agreement. None of such information which may be transmitted or exchanged by the respective parties (or by a Project Organization) shall constitute any representation, warranty, assurance, guaranty or inducement by either party to the other (or to a Project Organization) with respect to the infringement of patents or other rights of others. 10.3 Subject to the right, if any, of the DOE and to any express provisions contained in any Subcontract between the parties hereto (which said provisions shall prevail in the event of any conflict with this clause) and subject to the provisions herein contained, all intellectual property produced pursuant to this Agreement shall vest in and at all times remain vested in the party originating that intellectual property; provided that if the parties jointly produce material pursuant to this Agreement then unless the parties previously agree in writing to the contrary, all intellectual property rights in materialssuch jointly produced material shall vest jointly in each of the parties without accounting to the other. The parties undertake to enter into good faith negotiations to agree upon such measures of protection as patents and like instruments and the establishment thereof, specificationsas the parties agree to be appropriate. 10.4 In this regard, designsit is recognized that the parties may be required under provisions contained in the Contract to grant licenses or other rights to the DOE and, trademarks, and proprietary information provided in that event they shall by reasonable agreement do so. Any such granting of licenses or other rights shall be mutually agreed by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationparties.

Intellectual Property Rights. All 26.1 Except as otherwise expressly provided in this Interconnection Agreement, all trade- marks, inventions, patents, copyrights, designs, design rights, trading names (whether or not registered) and all other intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client (“Intellectual Property”) shall remain in the exclusive property ownership of the Client. All intellectual property rights person creating or owning the same and nothing in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Interconnection Agreement shall remain confer or be deemed to confer on either Party any rights or licences in the exclusive property Intellectual Property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes other Party or of this Agreement any Third Party. 26.2 Neither Party shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license entitled to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use trademarks or service marks (whether registered or not) of the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to Party in any document or other medium, without the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use consent of the other Party’s intellectual property for . 26.3 The Parties shall negotiate arrangements (including in respect of title) concerning Intellectual Property jointly developed in the course of performing this Interconnection Agreement or otherwise in connection with this Interconnection Agreement. 26.4 Each Party (referred to in this clause as the “Indemnifying Party”) agrees, to indemnify, and keep indemnified the other Party against all liability or loss arising directly or indirectly from, and all reasonable costs, charges and expenses incurred in connection with any purpose beyond claim, action, suit or demand alleging infringement by the scope other Party of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided the rights of a Third Party arising from use by the other Party of Intellectual Property disclosed or licensed by the Indemnifying Party under this Agreement is subject to its own licensing termsInterconnection Agreement. Each Party represents that it has secured all necessary rights This indemnification shall represent the only remedy and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use form of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make compensation available to the other Party (as in relation to Intellectual Property licensed or disclosed by the "Recipient")Indemnifying Party under this Interconnection Agreement. 26.5 Each Party shall be responsible and liable for obtaining and maintaining in that Party’s name and at that Party’s expense all licences, non-publicpermits, proprietaryconsents, waivers, authorizations and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing Intellectual Property or other tangible form is clearly labeled as "confidential," rights required for the provision of any Service to that Party or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized the installation or the use of any equipment in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is conjunction therewith for the entire duration during which the Services are provided or becomes generally made available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available that Party. Each Party shall provide reasonable co-operation to the Recipient on a non-confidential basis from a third-party sourceother Party, provided that such third-party is not at the other Party’s cost, in relation to all licences, permits, consents, waivers, authorizations and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior Intellectual Property or other rights required to the Discloser's disclosure hereunder; or (iv) was or is independently developed be obtained by the Recipient without using any Confidential Informationother Party under this clause.

Intellectual Property Rights. All intellectual property rights in materials14.1 If any claim, specificationsdemand, designs, trademarksaction or proceeding is brought against the Purchaser for alleged infringement of any registered design or trade ▇▇▇▇ or trade name or copyright or letters patent (the specifications of which are published prior to the date of the Purchase Order) by the Goods or any part thereof or any allegation of such infringement is made, and proprietary information provided by that the Client shall remain Purchaser does not concede the exclusive property existence of an infringement but gives EXION immediate notice in writing of any such allegations or infringement or of the Client. All intellectual property rights in processesinstitution of any such action or proceeding and permits EXION to answer the allegation as it deems fit, methodologies, softwareand also provided that the Purchaser gives EXION (at EXION's costs and expense) all information assistance and authority required for those purposes and does not by any act (including any admission or acknowledgment) or omission prejudice the conduct of such defence; then EXION will at its own election either effect any settlement or compromise which it deems reasonable or at its own costs and expense defend any such action or proceeding, or proprietary tools developed solely by inform the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property manufacturer of the Outsourcer. Any intellectual property developed jointly by Goods accordingly, and if the Parties specifically Goods or any part thereof is in such action or proceeding held to constitute infringement and is the subject of an injunction restraining its use or any order providing for its delivery up or destruction EXION shall at its own election and costs and expense either: (a) Procure the purposes of this Agreement shall be jointly owned by Purchaser the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license right to retain and continue to use the Client’s intellectual property solely for Goods or part thereof; or (b) Modify the purpose of performing Goods or any part thereof so that it becomes non-infringing; or (c) Replace the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use Goods or any Outsourcer Intellectual Property part thereof with one that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party non-infringing. 14.2 EXION shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall not be liable for any claims of the obligations specified in clause 14.1 hereof in any of the following events: (a) Any infringement or allegation thereof which is based upon the use of the Goods in a manner or for a purpose not reasonably to be inferred by EXION or disclosed to EXION prior to making the Contract; or (b) The Purchaser entering into any compromise or settlement in respect of such action or proceeding without EXION's prior consent in writing; or (c) Modifications of the Goods by the Purchaser or a third party. 14.3 If the Purchaser stops using the Equipment and/or Goods in order to reduce the damage or for any other reason, it shall be obliged to point out to the third party that no acknowledgement of the alleged infringement may be inferred from the fact that the use has been discontinued. 14.4 In any event, EXION shall not be liable for any damage or losses, actual or consequential, incurred by the Purchaser arising from the unauthorized use or non-use of these materials. The provisions of this Section shall survive the termination Equipment, any infringing Goods or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationpart thereof.

Intellectual Property Rights. All intellectual property The complete copyright and program format rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processesProgram shall belong to Party A, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless except as otherwise agreed in writingthis Contract. Party B shall have the right to exercise the first-round television broadcast rights of the Program and the broadcast rights on Party B’s affiliated platforms (including but not limited to: Shanghai Yicai Channel, website, APP, Dongfang Television, as well as SMG’s BesTV, IPTV simultaneous live broadcast and catch-up platforms). In addition, Shanghai Media Group (SMG) and its current or future-developed new media platforms, including but not limited to Knews, BesTV Mall, SITV brand or BesTV, self-owned and cooperative platforms (including but not limited to platforms providing content services, channel control services, or broadcasting services in cooperation with network operators and terminal manufacturers), and various terminal applications, including cable television networks, IP broadband networks, the Internet, digital television networks, mobile Internet and other transmission methods, shall have the right to broadcast the Program in forms such as live streaming, on-demand playback, or catch-up viewing on a permanent basis. All revenue derived therefrom shall belong exclusively to Party B. Party B’s exercise of the above rights shall not require separate authorization from Party A, nor shall Party B be required to pay any fees to Party A or share any revenue. The Client grants foregoing rights shall not be sublicensable. The information network dissemination rights of the Outsourcer a limitedProgram shall belong to Party A; however, nonParty B’s Yicai APP and website shall have the right to broadcast the Program. When Party A applies for and operates related Weibo accounts, WeChat public accounts, WeChat mini-exclusiveprograms, none-transferablecommerce platforms, royalty-free license to use the Client’s intellectual property solely or other new media communication media or online sales platforms for the purpose Program, whether by itself or through an entrusted/affiliated third party, Party A shall be responsible for resolving and bearing any disputes, conflicts, or liabilities arising during the account or platform operation process. If Party A requires Party B’s cooperation in providing relevant proof of performing qualifications during the Outsourced Services under registration and operation of official program accounts, Party B shall provide the relevant qualification documents and written authorization as required by the new media platform. Except as otherwise provided in this Agreement. This license is strictly for internal use and to support Contract, neither Party shall, without the execution prior written consent of the agreed deliverables. The Outsourcer grants other Party, use or reproduce in any promotional materials, business cards, website construction, commercial activities, or in any other context, the Client a limited license other Party’s company name, trademark, trade name, domain name, program name, website name, corporate logo, insignia, marks, or any other content belonging to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only rights. Except as necessary otherwise provided in this Contract, if either Party wishes to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on use the other Party’s intellectual property without obtaining prior name in its promotional materials, business cards, website construction, or in any other context, it must first obtain the other Party’s formal written consentauthorization. Use Without such written authorization, neither Party may conduct advertising or commercial activities in the name of the other Party. Except as otherwise provided in this Contract, when using the other Party’s intellectual property name for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materialspromotional purposes with prior authorization, and neither Party shall be liable for engage in any claims arising from conduct that may mislead or cause confusion, leading others to believe that one Party is a subsidiary, branch, affiliate, or other substantively related entity of the unauthorized use of these materialsother Party. The provisions of Except as otherwise provided in this Section shall survive the termination or expiration of this AgreementContract, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, if either Party (as breaches the "Discloser") may disclose above provision in a manner that constitutes infringement of the cooperating Party’s company name, trademark, trade name, domain name, program name, website name, corporate logo, insignia, marks, or make available to brand, the other Party (shall have the right to pursue the breaching Party’s liability for infringement in accordance with applicable laws and regulations. Except as the "Recipient")otherwise provided in this Contract, non-publicno footage shall be produced featuring hosts or reporters conducting interviews, proprietaryexperiences, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information")on-camera activities; provided, however, that Confidential Information does Party A shall not include any information that: (i) is or becomes generally available to produce business cards under the public other than as a result name of the Recipient's breach television station or “[Yicai Channel]” or in any way that may lead the general public to associate it with Party B. Party A shall not use the titles of “[Yicai Channel]” or television station producer, program manager, host, director, cameraman, or any other staff position for external solicitation or business purposes, nor display “[Yicai Channel]” or similar lettering in any location owned by Party A, such as on company vehicles, camera bodies, or microphones that may be publicly identifiable. If any such situation is discovered, Party B shall have the right to terminate or rescind this Section 8; (ii) is Contract at any time and demand compensation from Party A for all losses arising therefrom, including but not limited to reputational or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationeconomic losses.

Intellectual Property Rights. All 19.1 Unless specifically set out otherwise in the Schedules to this Agreement from time to time, the Service Provider will own and be fully entitled to use in any way it deems fit any Intellectual Property Rights or intellectual property rights in skills, techniques, materials, specificationsconcepts or know-how acquired, designsdeveloped or used in the course of performing the Services and any improvements made or developed during the course of the Services. For the avoidance of doubt, trademarksthis will include any improvements or modifications to Software during the term of this Agreement and the Schedules to this Agreement. Nothing herein will be construed or will give effect to any transfer of right, and proprietary information provided by title or interest in the Service Provider’s Intellectual Property Rights. 19.2 All Intellectual Property Rights in the Client Materials shall remain vested in the Client or its licensors as the case may be. 19.3 The Client acknowledges that all Intellectual Property Rights in or relating to Third Party Software and in all related Documentation will remain the exclusive property of the Client. All intellectual property rights in processesowner of that Third-Party Software. 19.4 The ownership of and sole right to Intellectual Property Rights originated, methodologiescreated, software, produced or proprietary tools developed solely prepared by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property or on behalf of the Outsourcer. Any intellectual property developed jointly by Service Provider during the Parties specifically for the purposes course of this Agreement shall be jointly owned by and the Parties, unless Schedules to this Agreement or otherwise agreed in writing. The Client grants relating to the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use provision of the Client’s intellectual property solely Services for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely the Schedules to this Agreement will be vested in the Service Provider from the outset and the Service Provider will be at liberty to effect and be responsible for purposes directly related to securing such protection as it may see fit. The Intellectual Property Rights cannot be used, copied, transferred, sold or dealt with in any way without the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use consent of the Service Provider. 19.5 The Client will, where appropriate, give the Service Provider all assistance in securing registration of any such Intellectual Property Rights if required by the Service Provider to do so by the Service Provider executing any assignment of any such Intellectual Property Rights but the right of the Service Provider to require such assignment shall in no way be construed as indicating that the Intellectual Property Rights are other Party’s intellectual property for than vested in the Service Provider in accordance with this Agreement. 19.6 The Client agrees with the Service Provider that it will not, without the previous written consent of the Service Provider, modify or change or alter any purpose beyond of the scope Intellectual Property Rights created by the Service Provider in the performance of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under and the Schedules to this Agreement which in the opinion of the Service Provider is subject material to its own licensing termsthe Intellectual Property Rights or to permit any such Intellectual Property Rights to be so altered modified or varied by any other person firm or Service Provider. Each Party represents The Client further agrees that it will not utilise any trade marks (whether registered or not) of the Service Provider without the prior written approval of the Service Provider. 19.7 The Client warrants that in so far as it is necessary for the Service Provider to have use of any Products or any Intellectual Property Rights belonging to any Third Party it has secured all the necessary licences and rights and permissions to use any such third-party materials, and neither Party shall be liable software or Intellectual Property Rights in so far as the Service Provider requires it for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive its obligations under the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationContract.

Intellectual Property Rights. All 39.1 The CSU and the CFA recognize both that mutual benefits derive from the ongoing development and dissemination of intellectual properties in the CSU, and that to maximize these mutual benefits this Memorandum of Understanding encourages the allocation of intellectual property rights so as to optimally support the mutual interests of the university, faculty, staff and students. In keeping with this principle, the parties agree to the following provisions of this article. 39.2 All understandings contained herein are entered into both (a) notwithstanding the legal designation of ownership rights to such work of faculty bargaining unit employees, and (b) without prejudice to the future position of either the CSU or the CFA on the subject of whether works created by faculty bargaining unit employees in the course of normal faculty bargaining unit work pursuant to Article 20 of the Agreement constitute "works made for hire." In addition, nothing contained herein shall be interpreted to be a waiver of the right of either party to assert use rights to, or to assert ownership rights of, any materials created without extraordinary University support by faculty unit employees in the course of normal bargaining unit work pursuant to Article 20 of the Agreement, regardless of whether that party has ever asserted a right of use or ownership in the past. 39.3 Faculty bargaining unit employees may use for non-CSU purposes materials created by them without extraordinary University support, if in the past the CSU has never disputed the use of such materials by faculty bargaining unit employees for non-CSU purposes. Such works may include, but shall not necessarily be limited to, lecture notes and materials, specificationscourse syllabi, designs, trademarks, instructional text and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologiesmanuscripts, software, or proprietary tools developed solely plans, patterns and works of art or design. Unless there is a separate individual agreement or past practice at a campus to the contrary, faculty bargaining unit employees shall be entitled to grant licenses or make assignments with respect to such materials to publishers and publishing agents, or any other third party. 39.4 By acknowledging in provision 39.3 above the historical faculty use of certain works and materials, neither the CSU nor the CFA (on behalf of any individual faculty bargaining unit employee) is waiving the right to assert use rights to, or to assert ownership rights of, materials created or used in existing or new and emerging media of expression, regardless of whether either party has ever asserted a right of ownership in the past. 39.5 Except as specified in provision 39.6 below, this Memorandum of Understanding applies only to those materials created by faculty unit employees in the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property course of normal faculty bargaining unit work pursuant to Article 20 of the Outsourcer. Any intellectual property developed jointly by Agreement, and which is created without extraordinary University support, and covers both any materials created prior to the Parties specifically for the purposes date of this Agreement Memorandum of Understanding and any new materials created hereafter. 39.6 This Memorandum of Understanding does not apply to those materials created with extraordinary University support, which may be addressed by separate individual agreements at the campus. Such separate individual agreements shall not be jointly owned by subject to Article 10, Grievance Procedure, of the Parties, unless otherwise agreed CSU/CFA Collective Bargaining Agreement. 39.7 This Memorandum of Understanding does not apply to materials created while employed in writing. The Client grants the Outsourcer a limited, any non-exclusivefaculty bargaining unit capacity, non-transferablesuch as in the employ of any CSU auxiliary organization, royalty-free license to use even if the Client’s intellectual property solely for materials are created by an individual who is additionally employed in a faculty bargaining unit classification. 39.8 This Memorandum of Understanding does not apply to, and therefore cannot supersede, ownership agreements defined in the purpose context of performing the Outsourced Services under this Agreement. any sponsored grants or contracts. 39.9 This license is strictly for internal use and to support the execution Memorandum of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement Understanding is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materialsArticle 10, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this AgreementGrievance Procedure, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to CSU/CFA Collective Bargaining Agreement. 39.10 Once any separate individual agreement between the Recipient University and an individual faculty unit employee has been concluded, it may be examined by the appropriate CFA chapter representative on a non-confidential basis from a third-party sourceany campus, provided that such third-party agreement is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was examined in the Recipient's possession prior to presence of the Discloser's disclosure hereunder; appropriate administrator or (iv) was or is independently developed by designee, that no copies of the Recipient without using agreement are made, and that the CFA not disclose any Confidential Informationinformation contained in the agreement.

Intellectual Property Rights. All GBI acknowledges that its appointment hereunder is as a subcontractor of BPT commissioned to design and produce the machine for and on behalf of BPT and that any and all intellectual property rights which may arise in materials, specifications, designs, trademarks, relation to such machine shall vest in and proprietary information provided by the Client shall at all times remain the exclusive property of BPT. GBI shall, forthwith upon request, provide to BPT all drawings and designs resulting from its work hereunder and shall not have or purport to exercise any right of retention or lien in relation to such drawings or designs or, save as expressly provided below, the Clientmachine or any element thereof. All GBI acknowledges that all rights in and to the XGEL® and TABWRAP™ system intellectual property rights shall, as between the parties, vest entirely in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any BPT and GBI hereby expressly disclaims and waives any claim to such intellectual property currently existing and/or developed jointly by BPT or any affiliate of BPT in the Parties specifically for future and undertakes to assign any such intellectual property to BPT forthwith upon request. To the purposes of this Agreement extent that any improvements in such intellectual property are developed by GBI, GBI shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer grant to BPT a limited, non-exclusive, non-transferable, royalty-fully paid royalty free irrevocable license to use such improvements. Where such improvements are not severable from the Client’s XGEL™ or TABWRAP™ system intellectual property solely for (as appropriate), such license shall be exclusive in the purpose of performing the Outsourced Services under this Agreementfields covered by such intellectual property. This license is strictly for internal GBI further acknowledges that it shall not at any time seek to make use and to support the execution of the agreed deliverables. The Outsourcer grants XGEL® or the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s TABWRAP™ system intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public account other than as a result expressly set out herein nor supply nor enter into any arrangement to supply any third party with TABWRAP™ equipment or provide parts or servicing therefor without the prior written consent of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationBPT.

Intellectual Property Rights. All right, title and interest in and to the Products, any modifications, translations, or derivatives thereof including any related scripts, tools, and know-how and all applicable intellectual property and proprietary rights in materialsthereto remain exclusively with Forcepoint or its licensors. The Products may include software products licensed from third parties. Such third parties have no obligations or liability to Subscriber under this Agreement but are third-party beneficiaries of this Agreement. Forcepoint owns any suggestions, specificationsideas, designsenhancement requests, feedback, or recommendations provided by Subscriber relating to the Products. Except as otherwise expressly provided, Forcepoint grants no express or implied right under Forcepoint patents, copyrights, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All or other intellectual property rights, and all rights not expressly granted to Subscriber in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property are reserved to Forcepoint and its licensors. Subscriber may not remove any proprietary notice of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use Forcepoint or any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use Products or any copy of these materialsthe Products, without Forcepoint ¶ V S U .L R U Z U L W W H Q F R Q V H Q W 7. The provisions of this Section shall survive Protection and Restrictions . 7.1 ( D F K S D U W \ W K H ‡ ’ L V F O R V L Q J 3 D U and business information that the termination or expiration of this Agreement, ensuring that all rights and restrictions relating Disclosing Party desires the Receiving Party to intellectual property continue to be enforcedtreat as confidential. From time to time during the duration of this Agreement, "Confidential Information" means any information disclosed by either Party (as the "Discloser") may disclose or make available party to the other Party party, either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects (as the "Recipient"including without limitation prototypes, technical data, trade secrets and know-how, product plans, Products, customer lists and customer information, prices and costs, databases, inventions, processes, hardware configuration information, finances, budgets and other business information), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled which is designated as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidentialConfidential," "Proprietary" or if some similar designation at or prior to the time of disclosure, or that should otherwise reasonably be considered confidential by the Receiving Party. Confidential Information may also include information disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("to a Disclosing Party by third parties. Confidential Information"); providedInformation will not, however, that Confidential Information does not include any information that: that the Receiving Party can document (i) is or becomes was publicly known and made generally available prior to the public other than as a result time of disclosure by the Recipient's breach of this Section 8Disclosing Party or an authorized third party; (ii) is becomes publicly known and made generally available after disclosure through no action or becomes available to inaction of the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiryReceiving Party in violation of any obligation of confidentiality; (iii) was is already in the Recipient's possession prior to of the Discloser's disclosure hereunderReceiving Party at the time of disclosure; (iv) is lawfully obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (ivv) was or is independently developed by the Recipient Receiving Party without using any use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party will treat all Confidential Information of the Disclosing Party as non-public confidential information and will not disclose it to any person other than Disclosing Party and employees and contractors of Receiving Party on a need to know basis and that Receiving Party will protect the confidentiality of such Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event with less than a reasonable standard of care. 6 X E V F U L E H Products to process data is not a disclosure of Confidential Information to Forcepoint for purposes of this Section. Furthermore, neither party will use the Confidential Information of the other party for any purpose other than carrying out its rights and obligations under this Agreement. 7.2 Subscriber will take all reasonable steps to safeguard the Products to ensure that no unauthorized person has access and that no unauthorized copy, publication, disclosure or distribution, in any form is made. The Products contain valuable, confidential information and trade secrets and unauthorized use or copying is harmful to Forcepoint. Subscriber may use the Products only for the internal business purposes of Subscriber. Subscriber may not assign more than twenty (20) administrators to administer certain Forcepoint products. Subscriber will not itself, or through any affiliate, employee, consultant, contractor, agent or other third-party: (i) sell, resell, distribute, host, lease, rent, license or sublicense, in whole or in part, the Products; (ii) decipher, decompile, disassemble, reverse assemble, modify, translate, reverse engineer or otherwise attempt to derive source code, algorithms, tags, specifications, architecture, structure or other elements of the Products, in whole or in part, for competitive purposes or otherwise; (iii) allow access to, provide, divulge or make available the Products to any user other than Subscriber ¶empVloyees and contractors who have a need to such access and who will be bound by nondisclosure obligations that are at least as restrictive as the terms of this Agreement; (iv) write or develop any derivative works based upon the Products; (v) modify, adapt, translate or otherwise make any changes to the Products or any part thereof;

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, Background Intellectual Property used or proprietary tools developed solely by the Outsourcer supplied under this Agreement in connection with the Outsourced Services under this Agreement Project shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by Party introducing the Parties specifically for the purposes of same and nothing contained in this Agreement or any licence agreement pursuant to the Project shall be jointly owned by affect the Partiesrights of either Party in its Background Intellectual Property. Subject to Clauses 14.3 and 14.4, unless the Intellectual Property rights generated from the Project ("Foreground IP") shall belong to the Contractor. Unless otherwise agreed in writing, the Parties shall record all Foreground IP in Schedule B and shall keep Schedule B updated during the term of this Agreement. The Client grants Contractor hereby grants: to the Outsourcer Authority a limitedUK wide irrevocable, royalty-free, non-exclusive licence to use (including but not limited to copying or modifying) the Foreground IP, together with any Background IP supplied by the Contractor during the Project that is required to use the Foreground IP, at a fair and reasonable market price; to any third party within the UK upon the Authority’s written request, a non-exclusive, non-transferablesub-licensable UK wide sub-licence to use the Foreground IP at a fair and reasonable market price; and to the Authority a UK wide irrevocable, royalty-free license free, non-exclusive licence, together with the right to grant sub-licences, to use (including but not limited to copying or modifying) or publish any Data and Results arising from the ClientProject; [and the rights granted in accordance with Clauses 14.3.1 and 14.3.3 shall include the right of the Authority to grant a licence, with the right to sub-license, to the Crown and the Authority shall inform the Contractor when the Authority exercises this right.] Notwithstanding the Contractor’s intellectual property solely for ownership of the purpose Foreground IP: if, following the Authority’s written request, the Contractor refuses to grant a limited licence to a third party within the UK pursuant to Clause 14.3.2, then the Authority shall have a right to grant a sub-licence to such third party and the Contractor acknowledges and agrees that such sub-licensing by the Authority shall not constitute a breach of performing the Outsourced Services under this Agreement. This license is strictly for internal use and ; the Contractor shall not assign or transfer the Foreground IP to support any third party without the execution prior written approval of the agreed deliverables. The Outsourcer grants Authority, not to be unreasonably delayed or withheld; and if the Client a limited license to use any Outsourcer Intellectual Property Contractor assigns or transfers the Foreground IP, it shall procure that is incorporated the assignee or transferee shall enter into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only such instrument as necessary to fulfill its comply with the Contractor’s obligations under set out in this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materialsAgreement, and neither Party shall be liable for any claims arising from the unauthorized use of these materialsparticularly those contained in Clauses 8, 14 and 15. The provisions of this Section Clause 14 shall survive the termination or expiration expiry of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.

Intellectual Property Rights. Save as granted under this Contract, neither the CLIENT nor the SERVICE PROVIDER shall acquire any right, title or interest in the SERVICE PROVIDER’s Pre-Existing Intellectual Property Rights nor in the CLIENT’s Pre-Existing Intellectual Property Rights respectively. All intellectual property rights in materials, specifications, designs, trademarks, Contract Generated Intellectual Property Rights shall be proprietary to and proprietary information provided owned by the Client CLIENT and the SERVICE PROVIDER shall remain enter into such documentation and perform such acts as the CLIENT shall request to properly vest such Contract Generated Intellectual Property Rights in the CLIENT. Accordingly the SERVICE PROVIDER hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights. The SERVICE PROVIDER hereby grants to the CLIENT a royalty-free, irrevocable, non-exclusive property licence to such of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed SERVICE PROVIDER’s Pre-Existing Intellectual Property Rights and for such term as the CLIENT shall require solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement Contract. To the extent that the SERVICE PROVIDER creates any materials (in whatever form or media), including training, marketing, promotional or publicity materials, relating to the provision of the Ordered Services (“Service Materials”) it shall be jointly owned by provide copies of all Service Materials to the PartiesCLIENT promptly and the SERVICE PROVIDER hereby grants to the CLIENT a royalty free, unless otherwise agreed in writing. The Client grants the Outsourcer a limitedirrevocable, non-exclusive, non-transferable, royalty-free license exclusive licence for such term as the CLIENT shall require to use all and any Intellectual Property Rights in the ClientService Materials as it shall reasonably require with the ability to sub-licence the same. The SERVICE PROVIDER shall procure that the provision of the Ordered Services shall not infringe any Intellectual Property Rights of any third party. The SERVICE PROVIDER shall indemnify the CLIENT 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 of the Ordered Services, except to the extent that such liabilities have resulted directly from the CLIENT’s intellectual property solely failure properly to observe its obligations under this Clause 15. The SERVICE PROVIDER shall promptly notify the CLIENT if any claim or demand is made or action brought against the SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability of the Ordered Services hereunder. The CLIENT shall promptly notify the SERVICE PROVIDER if any claim or demand is made or action brought against the CLIENT to which Clause 15.6 or Clause 15.7 may apply. The SERVICE PROVIDER shall at its own expense conduct any litigation arising there from and all negotiations in connection therewith and the CLIENT hereby agrees to grant to the SERVICE PROVIDER exclusive control of any such litigation and such negotiations. The CLIENT shall at the request of the SERVICE PROVIDER afford to the SERVICE PROVIDER all reasonable assistance for the purpose of performing contesting any claim or demand made or action brought against the Outsourced Services under this AgreementCLIENT to which Clause 15.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 15.7 may apply. This license The SERVICE PROVIDER shall reimburse the CLIENT for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing. The CLIENT 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 15.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 15.7 may apply. If a claim or demand is strictly for internal use and made or action brought to support which Clause 15.6 may apply, or in the execution reasonable opinion of the agreed deliverablesSERVICE PROVIDER is likely to be made or brought, the SERVICE PROVIDER may at its own expense and within a reasonable time either: modify any or all of Ordered Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the Ordered Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted items or services and such substitution shall not increase the burden on the CLIENT such modified or substituted items shall be acceptable to the CLIENT, such acceptance not to be unreasonably withheld; or procure a licence to use the Ordered Services on terms that are reasonably acceptable to the CLIENT. The Outsourcer grants foregoing provisions of this Clause 15 shall not apply insofar as any such claim or demand or action is in respect of: any use by the Client a limited license to CLIENT of the Ordered Services in combination with any item or service not supplied or approved by the SERVICE PROVIDER where such use any Outsourcer Intellectual Property that is incorporated into of the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes Ordered Services directly related gives rise to the Outsourced Services provided. Neither Party shall modifyclaim, adapt, decompile, reverse-engineer, demand or create derivative works based action; or any modification carried out by or on the other Party’s intellectual property without obtaining prior written consent. Use behalf of the other Party’s intellectual property for CLIENT to any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials Ordered Service provided under this Agreement Contract if such modification is subject not authorised by the SERVICE PROVIDER in writing; or any use by the CLIENT of the Ordered Services in a manner not reasonably to be inferred from the specification or requirements of the CLIENT. In the event that the SERVICE PROVIDER has availed itself of its own licensing termsrights to modify the Ordered Services or to supply a substitute service or services pursuant to Clause 15.11.1 or to procure a licence under Clause 15.11.2 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 thereafter under this Clause 15 in respect of the said claim, demand or action. Each Party represents In the event that it a modification or substitution in accordance with Clause 15.11.1 above is not possible so as to avoid the infringement, or the SERVICE PROVIDER has secured all necessary rights been unable to procure a licence in accordance with Clause 15.11.2: the CLIENT shall be entitled to terminate this Contract; and permissions to use any such third-party materials, and neither Party the SERVICE PROVIDER shall be liable for the value of the additional costs incurred in implementing and maintaining replacement services. This Clause 15 sets out the entire financial liability of the SERVICE PROVIDER with regard to the infringement of any claims arising Intellectual Property Right by the availability of the Ordered Services hereunder. This shall not affect the SERVICE PROVIDER’s financial liability for other Defaults or causes of action that may arise hereunder. The CLIENT warrants that the SERVICE PROVIDER’s use of any third party item supplied directly or indirectly by the CLIENT in accordance with any instructions given by the CLIENT 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. Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the CLIENT and the SERVICE PROVIDER acknowledge that any Confidential Information originating from: the CLIENT, its servants or agents is the property of the CLIENT; and the SERVICE PROVIDER, its employees, servants or agents is the property of the SERVICE PROVIDER. The SERVICE PROVIDER and the CLIENT shall procure that: any person employed or engaged by them (in connection with this Contract in the course of such employment or engagement) shall only use Confidential Information for the purposes of this Contract; any person employed or engaged by them in connection with this Contract shall not, in the course of such employment or engagement, disclose any Confidential Information to any third party without the prior written consent of the other party; they shall take all necessary precautions to ensure that all Confidential Information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Contract by their employees, servants, agents or Sub-Contractors; and without prejudice to the generality of the foregoing neither the CLIENT nor the SERVICE PROVIDER nor any person engaged by them whether as a servant or a consultant or otherwise shall use the Confidential Information for the solicitation of business from the unauthorized use of these materialsother or from any third party. The provisions of this Section Clause 16.1 and Clause 16.2 shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating not apply to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information thatwhich: (i) is or becomes generally available to the public knowledge other than as a result of the Recipient's by breach of this Section 8Clause 16; (ii) or is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or becomes available to the Recipient on a non-confidential basis is received from a third-third party source, provided that such third-party who lawfully acquired it and who is not and was not prohibited from disclosing such Confidential Information after due inquiryunder no obligation restricting its disclosure; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed without access to the Confidential Information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information ▇▇▇ ▇▇▇▇ or the Environmental Information Regulations 2004. is required to be disclosed by a competent regulatory authority (including the Law Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of professional conduct. Is disclosed to an individual carrying out an assessment or inspection of the SERVICE PROVIDER in order to determine whether the SERVICE PROVIDER meets the Law Society’s LEXCEL standard, provided that the SERVICE PROVIDER shall procure that the individual carrying out the assessment or inspection shall only use Confidential Information for the purposes of the assessment or inspection and shall not disclose any Confidential Information to any third party. Nothing in this Clause 16 shall be deemed or construed to prevent the CLIENT from disclosing any Confidential Information obtained from the SERVICE PROVIDER: to any other department, office or agency of Her Majesty’s Government (“Crown Bodies”), provided that the CLIENT has required that such information is treated as confidential by such Crown Bodies and their servants, including requiring servants to enter into a confidentiality agreement on substantially the same terms as the Model Confidentiality Agreement (1) set out in Schedule 2-10 prior to disclosure of the Confidential Information whereupon the CLIENT shall have no further liability for breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such Confidential Information shall be considered as parties to this Contract within Section 1(1) of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ for the purpose only of being entitled to further disclose the Confidential Information to other Crown Bodies on such terms; and to any consultant, contractor or other person engaged by the Recipient without CLIENT in connection herewith, provided that the CLIENT shall have required that such information be treated as confidential by such consultant, contractor or other person, together with their servants, including requiring servants to enter into a confidentiality agreement on substantially the same terms as the Model Confidentiality Agreement (2) set out in Schedule 2-9 prior to disclosure of the Confidential Information whereupon the CLIENT shall have no further liability for breach of confidentiality in respect of consultants, contractors or other people. Nothing in this Clause 16 shall prevent the SERVICE PROVIDER or the CLIENT from using data Processing techniques, ideas and know-how gained during the performance of this Contract in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential Information or an infringement by the CLIENT or the SERVICE PROVIDER of any Confidential InformationIntellectual Property Rights.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by 5.1 For the Client shall remain the exclusive property avoidance of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer doubt all Background Intellectual Property used in connection with the Outsourced Services under this Agreement Project shall remain the exclusive property of the OutsourcerParty introducing the same. Any intellectual property developed jointly by No Party will make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of any of the Background Intellectual Property of the other Parties specifically for except under the purposes terms of this Collaboration Agreement. Each Party acknowledges and confirms that nothing contained in this Collaboration Agreement shall be jointly owned give it any right, title or interest in or to the Background Intellectual Property of any other Party save as granted by the Parties, unless otherwise agreed in writingthis Collaboration Agreement. The Client Parties agree that any improvements or modifications to a Party’s Background Intellectual Property arising from the Project which are not severable from that Background Intellectual Property will be deemed to form part of that Party’s Background Intellectual Property. 5.2 Each Party grants the Outsourcer others a limitedroyalty-free, non-exclusiveexclusive licence for the duration of the Project to use its Background and Arising Intellectual Property for the sole purpose of carrying out the Project. No Party may grant any sub-licence over or in respect of the other’s Background and Arising Intellectual Property. 5.3 Each Party shall own the Arising Intellectual Property generated by its employees, students and/or agents under the Project and shall ensure that it secures ownership of such Arising Intellectual Property from its employees, students and agents. Subject to the terms of the Award, the Party owning any Arising Intellectual Property shall be entitled to use and exploit such Arising Intellectual Property as that Party sees fit, and subject always to clauses 5.5 and 5.6. 5.4 Each Party shall promptly disclose to the other(s) all Arising Intellectual Property generated by it and each Party shall co-operate, where required, in relation to the preparation and prosecution of patent applications and any other applications relating to Arising Intellectual Property. 5.5 Where any Arising Intellectual Property is created or generated by two or more Parties jointly (“Joint Intellectual Property”), the joint creators will jointly own the same in equal shares, with the costs relating to the internal and external costs (including, without limitation, official fees) for the drafting, filing, prosecuting and maintenance of such Joint Intellectual Property being divided equally amongst the joint owners. The joint owners undertake to conclude detailed arrangements under a separate written agreement between them in respect of any Joint Intellectual Property for, inter alia, the handling of protection, prosecution and exploitation arrangements for Joint Intellectual Property; which Party shall be named as applicant or co-applicant; the strategy for registration or protective applications, maintenance and renewal of any such registrations or applications; the territories in which applications for protection will be made; and co-operation obligations in respect of the Joint Intellectual Property. Each such joint owner or joint applicant shall have the right to use Joint Intellectual Property by itself solely for non-commercial internal research and development and teaching purposes only, without recourse to the other joint owning Party or Parties. 5.6 Any Party shall have the right (but not the obligation) to request to commercially exploit any Arising Intellectual Property or Joint Intellectual Property vested in another Party or Parties where such Arising Intellectual Property or Joint Intellectual Property is specifically applicable to the requesting Party’s commercial area of interest or in order to exploit the requesting Party’s Arising Intellectual Property (the “Option”) within 3 (three) months of the notification that there has been Arising Intellectual Property or Joint Intellectual Property (the “Option Period”). The Option Period shall be extendable only by written agreement as between the requesting Party and the owning Party (ies) and the exercise of such Option shall be subject to clause 5.6 and clause 5.7. However, should the requesting Party decide not to exercise such Option or fail to successfully conclude the negotiations referred to in clause 5.7 within the Option Period, the Option shall lapse and the owning Party (ies) shall be free to dispose of their Arising Intellectual Property as they may so decide with no further recourse to the requesting Party. 5.7 Should any Party wish to exercise its Option, that Party must serve written notice within the Option Period on the other relevant Party (ies) to that effect (the “Option Notice”). The relevant Parties shall then together use reasonable endeavours to negotiate in good faith within three months (the “Negotiation Period”) from the date the Option Notice is served, the terms of a separate specific written agreement between the applicable negotiating Parties which shall include reasonable commercial terms (to include the payment of royalties or other forms of reward) for the type of rights involved, taking into account (inter alia) the respective Parties’ respective financial and non-financial contributions under this Collaboration Agreement and their respective contributions of the Parties to such exploitation determined on a case-by-case basis. If the relevant Parties are not able to agree the terms of the new agreement within the Negotiation Period, the rights of the Party wishing to exercise its Option under clauses 5.6 and 5.7 will lapse. 5.8 Any Party may request access rights to another Party’s Background Intellectual Property. The Party owning such Background Intellectual Property shall not unreasonably refuse, condition or delay such access but such access may be restricted to the extent to which such access is legally permitted by the owning Party and such access rights shall be subject to the same access rights as are described in clauses 5.6 and 5.7, save that the Option Period shall end after 3 (three) months following the Project Period. 5.9 Each Party hereby grants to each other Party an irrevocable, non-transferable, royalty-free license right to use all Arising Intellectual Property generated in the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution course of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverablesProject for academic and research purposes, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, including research involving projects funded by third parties provided that those parties gain or claim no commercial or exploitable rights to such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationArising Intellectual Property.

Intellectual Property Rights. All intellectual property rights 11.1 Ownership of Intellectual Property Rights will be dealt with as follows: 11.1.1 any Pre-Existing Intellectual Property Rights shall belong to the Party from which such Intellectual Property Rights originate; 11.1.2 the Intellectual Property Rights in materialsany material, specificationsincluding the Products and Software, designs, trademarks, supplied by Flowscape to the Partner and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer End User in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall will be jointly owned by the Parties, unless otherwise agreed in writingFlowscape or its licensors. The Client grants Partner shall promptly bring to the Outsourcer attention of Flowscape any improper or wrongful use of Flowscape´s or its licensors Intellectual Property Rights of which the Partner becomes aware; and 11.1.3 Flowscape has a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use exclusive and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into Rights of the deliverables, solely Partner and End User to the extent required for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary Flowscape to fulfill comply with its obligations under this the Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party respective Purchase Order. 11.2 Flowscape shall modify, adapt, decompile, reverse-engineer, indemnify the Partner (“Indemnified Parties”) against any loss or create derivative works based on damage suffered or incurred by the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than Indemnified Parties as a result of any claim by a third party that the Recipient's breach Products, Software or Services or the authorised use or possession of such by the Indemnified Parties in accordance with this Section 8; Agreement and the applicable Purchase Order infringes the Intellectual Property of any third party (ii) is or "Third Party Claim"). 11.3 In relation to each Third Party Claim: 11.3.1 the Indemnified Party must inform Flowscape in writing as soon as it becomes available aware of a claim and give Flowscape as much information as it can in relation to it; 11.3.2 the Indemnified Party must not make any admissions in relation to the Recipient claim without obtaining Flowscape's permission first; and 11.3.3 if Flowscape asks the Indemnified Party to do so, the Indemnified Party must let Flowscape take over dealing with the claim in full on a non-confidential basis from a third-party source, provided that such third-party is the Indemnified Party’s behalf. 11.4 The indemnity set out in clause 11.2 shall not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior apply to the Discloser's disclosure hereunder; extent that any alleged or (iv) was actual infringement is as a result of or is independently developed in connection with any unauthorised use, license or modification of the Products by the Recipient Partner or an End-User. Flowscape shall have the right to alter or replace all or any part of the Software, Product or Service without using materially affecting its functionality, compatibility or performance, in order to avoid any Confidential Informationinfringement.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by 15.1 This Agreement shall not affect the Client shall remain the exclusive property ownership of the Client. All intellectual property rights respective Intellectual Property of the Parties and nothing in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain oblige either Party to maintain any rights that it has, or may have, in its Intellectual Property for the exclusive property benefit of the Outsourcerother Party or otherwise. Any intellectual property developed jointly by the Parties Except as specifically for the purposes of provided herein, nothing in this Agreement shall be jointly owned construed as granting any right in or license to either Party under any Intellectual Property of the other Party. 15.2 Inventions made solely by the PartiesPurchaser shall be owned solely by the Purchaser. Inventions made solely by S▇▇▇▇▇▇▇, unless otherwise agreed in writingor by S▇▇▇▇▇▇▇ and P▇▇▇▇▇▇▇▇, that relates to Product shall be owned solely by Purchaser. Inventions made solely by S▇▇▇▇▇▇▇ that does not relate to the Product shall be owned solely by S▇▇▇▇▇▇▇. Inventions made by both Parties that does not relate to the Product shall be owned jointly. 15.3 Subject to the provisions of this Section 15, the Purchaser’s Intellectual Property shall belong to and be the sole legal and beneficial property of the Purchaser. 15.4 To the extent that it has come to its notice, each Party shall promptly and fully notify the other Party of any actual, threatened or suspected: 15.4.1 infringement of any Intellectual Property of the other Party (to the extent it relates to this Agreement); and 15.4.2 a claim by any third party that the activities of either Party pursuant to this Agreement (including the use, distribution or sale by the Purchaser of products or of any End Product or of any other product the manufacture of which uses or incorporates the Product), infringe any rights (including Intellectual Property rights) of any other person. 15.5 The Client Purchaser hereby grants the Outsourcer to Sterling and its Affiliates a limitedfree, non-exclusive, non-transferable, royalty-free exclusive license to use any Intellectual Property of the Client’s intellectual property Purchaser solely for the purpose of performing the Outsourced Services fulfilling Sterling’s obligations under this Agreement. This license is strictly for internal use . 15.6 Sterling hereby grants to the Purchaser and to support the execution of the agreed deliverables. The Outsourcer grants the Client its Affiliates a limited free, non-exclusive license to use any Outsourcer Intellectual Property that is incorporated into of Sterling to the deliverablesextent required to use, solely for distribute or sell the Client’s internal business purposes Products supplied by Sterling under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.

Intellectual Property Rights. All intellectual property rights 32.1 Intellectual Property Rights in materialsany guidance, specifications, designsinstructions, trademarkstoolkits, and proprietary information provided plans, data, drawings, databases, patents, patterns, models, designs or other material (the "IP Materials"): 32.1.1 furnished or made available to the Supplier by or on behalf of the Client Authority shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, softwareAuthority; and 32.1.2 prepared by or for the Supplier on behalf of the Authority for use, or proprietary tools developed solely intended use, in relation to the performance by the Outsourcer Supplier of its obligations under this Framework Agreement shall belong to the Authority, and the Supplier shall not, and the Supplier shall procure that the Supplier's Personnel shall not, (except when necessary for the performance of this Framework Agreement) without Approval, use or disclose any such Intellectual Property Rights in the IP Materials. 32.2 Subject to any pre-existing Intellectual Property Rights, the Supplier hereby assigns to the Authority, with full title guarantee, all Intellectual Property Rights which may subsist in the IP Materials prepared in accordance with Clause 32.1.2 and all Intellectual Property Rights it owns in the Official Transcripts. This assignment shall take effect on the date of this Framework Agreement or as a present assignment of future rights that will take effect immediately on the coming into existence of the Intellectual Property Rights produced by the Supplier. The Supplier .shall execute all documentation necessary to execute this assignment 32.3 Subject to Clause 32.14, the Supplier warrants and undertakes that, to the extent that any new Intellectual Property Rights are created in any materials (including Official Transcripts) produced by or for it, it shall be the first owner of any such Intellectual Property Rights and that Official Transcripts will be produced by employees of the Supplier in the course of their employment or, if produced by any individual other than an employee in the course of their employment, by persons where an assignment of their Intellectual Property Rights is in place before the production of the Official Transcript. 32.4 The Supplier shall waive or procure a waiver of any moral rights subsisting in copyright produced by the Supplier for the performance of this Framework Agreement. 32.5 The Supplier shall use best endeavours to ensure that the third party owner of any Intellectual Property Rights that are or which may be used to perform this Framework Agreement grants to the Authority a non-exclusive licence or, if itself a licensee of those rights, shall grant to the Authority an authorised sub-licence, to use, reproduce, modify, develop and maintain the Intellectual Property Rights in the same. Such licence or sub-licence shall be non-exclusive, perpetual, royalty free and irrevocable and shall include the right for the Authority to sub-licence, transfer, novate or assign to other Public Bodies, the Replacement Supplier or to any other third party supplying Services to the Authority. 32.6 The Supplier shall not make any use of the Intellectual Property Rights assigned to the Authority pursuant to Clause 32.2 other than for the purposes of performing the Services or as expressly permitted by the Authority. In particular, the Supplier shall not reproduce in whole or in part any Official Transcript other than for the purposes of performing the Services. 32.7 The Supplier shall not infringe any Intellectual Property Rights of any third party in supplying the Services (including any materials licensed or supplied to the Authority) and the Supplier shall, during and after the Call-Off Period, indemnify and keep indemnified and hold the Authority and the Crown harmless from and against all Losses which the Authority or the Crown may suffer or incur as a result of or in connection with any breach of this Clause, except where such claim arises from: 32.7.1 items or materials based upon designs supplied by the Authority; or 32.7.2 the use of data supplied by the Authority which is not required to be verified by the Supplier under any provision of this Framework Agreement. 32.8 The Authority shall notify the Supplier in writing of any claim or demand brought against the Authority for infringement or alleged infringement of any Intellectual Property Right in materials .supplied or licensed by the Supplier 32.9 The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for infringement of Intellectual Property Rights in materials supplied or licensed by the Supplier, provided always that the Supplier shall: 32.9.1 consult the Authority on all substantive issues which arise during the conduct of such ;litigation and negotiations 32.9.2 take due and proper account of the interests of the Authority; and 32.9.3 not settle or compromise any claim without the Authority's prior written consent (not to be unreasonably withheld or delayed). 32.10 The Authority shall at the request of the Supplier afford to the Supplier all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority or the Supplier by a third party for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the Outsourced Services performance of the Supplier's obligations under this Framework Agreement and the Supplier shall remain indemnify the exclusive property Authority for all costs and expenses (including, but not limited to, legal costs and disbursements) incurred in doing so. The Supplier shall not, however, be required to indemnify the Authority in relation to any costs and expenses incurred in relation to or arising out of a claim, demand or action which relates to the Outsourcer. Any intellectual property developed jointly .matters in Clause 32.7.1 or 32.7.2 32.11 The Authority shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Parties specifically for Authority or the purposes Supplier in connection with the performance of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Framework Agreement. 32.12 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right is made in connection with this Framework Agreement or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall notify the Authority as soon as reasonably practicable and, at its own expense and solely for purposes directly related subject to the Outsourced consent of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 32.12.1 modify any or all of the Services provided. Neither Party shall modify, adapt, decompile, reverse-engineerwithout reducing the performance or functionality of the same, or create derivative works based on substitute alternative Services of equivalent performance and functionality, so as to avoid the other Party’s intellectual property without obtaining prior written consent. Use infringement or the alleged infringement, provided that the provisions herein shall apply mutatis mutandis to such modified Services or to the substitute Services; or 32.12.2 procure a licence to use and supply the Services, which are the subject of the other Party’s intellectual property for any purpose beyond alleged infringement, on terms which are acceptable to the scope Authority, and in the event that the Supplier is unable to comply with Clauses 32.12.1 or 32.12.2 within twenty (20) Working Days of receipt of the Supplier's notification the Authority may terminate this Framework Agreement is strictly prohibited. Any thirdby notice in writing. 32.13 The Supplier grants to the Authority a royalty-party intellectual property incorporated in materials provided under this Agreement is subject free, irrevocable and non-exclusive licence (with a right to its own licensing terms. Each Party represents that it has secured all necessary rights sub-licence) (and permissions where appropriate worldwide) to use any such third-party materials, and neither Party shall be liable for any claims arising from Intellectual Property Rights that the unauthorized use of these materials. The provisions of this Section shall survive the termination Supplier owned or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession developed prior to the Discloser's disclosure hereunder; Effective Date or (iv) was which were developed independently of this Framework Agreement or is independently developed the Services and which the Authority reasonably requires in order to exercise its rights and take the benefit of this Framework Agreement including .the Services provided 32.14 The Supplier acknowledges that court judgments and tribunal reports are protected by the Recipient without using any Confidential InformationCrown copyright.

Intellectual Property Rights. 8.1 All intellectual property rights Intellectual Property Rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property or arising out of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain and the exclusive Website (either now or in the future) are the sole and absolute property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the PartiesCTA or its licensors, unless otherwise agreed in writing. as appropriate. 8.2 The Client Artist hereby grants the Outsourcer to CTA a limited, non-exclusive, non-transferableperpetual and irrevocable worldwide licence to include the Artist Information and the Artwork (in each case including text, royalty-free data, photographs, images and other materials): (a) on the Website; (b) in its own editorial content, and promotional, advertising or other commercial materials; (c) on third party websites and marketplaces selected at CTA’s sole discretion, in each case in any medium whatsoever. 8.3 The Artist acknowledges that, in respect of any third party Intellectual Property Rights in Artist Information or Artworks (including text, data, photographs, images and other materials) provided for use by CTA on the Website or otherwise in connection with the Services (including for display on third party websites or marketplaces chosen by CTA), CTA's or such third party’s use of any such Intellectual Property Rights requires the Artist to have first obtained a written licence from the relevant licensor on such terms as will either entitle the Artist to license such rights to use CTA, or grant such rights direct to CTA (or the Client’s intellectual property solely for third party, as the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverablescase may be). The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents Artist warrants that it has secured obtained any and all necessary rights such licences and permissions shall provide copies of them to use any such third-party materialsCTA on demand. 8.4 The Artist shall indemnify CTA against all costs, claims, damages, losses and neither Party shall be liable for any claims expenses arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of any claim or action that the Recipient's breach Artist Information or the Artwork infringes Intellectual Property Rights belonging to a third party (IP Claim). 8.5 In the event of this Section 8; an IP Claim, (iia) is CTA shall promptly notify the Artist in writing of the claim or becomes available action; (b) CTA shall make no admission or settlement without the Artist’s prior written consent; (c) CTA shall (subject to the Recipient on a non-confidential basis from a third-party sourceArtist’s reimbursement of its costs (including legal costs) and expenses) give the Artist all the information and assistance that the Artist may reasonably require; and (d) CTA shall allow the Artist complete control over any negotiations, provided that litigation and settlement of any such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; claim or (iv) was or is independently developed by the Recipient without using any Confidential Informationaction.

Intellectual Property Rights. All intellectual property 7.1 As between the Customer and Maintel all Intellectual Property Rights and all other rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes arising out of this Agreement shall be jointly owned by the Parties, Maintel and its licensors unless otherwise agreed in writing. The Client grants writing by Maintel. 7.2 Maintel hereby licences all necessary and relevant rights to the Outsourcer Customer on a limited, non-exclusive, and non-transferable, royalty-free license transferable basis to such extent as is necessary to enable the Customer to make reasonable use of the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreementsupplied by Maintel. This license is strictly licence shall terminate if and when this Agreement expires or terminates for internal use any reason. 7.3 The Customer unconditionally agrees to adhere to and be bound by the terms and conditions of all Software Licences relating to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations Services supplied by Maintel under this Agreement and solely for purposes directly related the Customer shall have no right to assign, sublicensing or transfer such Software Licences. 7.4 Maintel warrants that its provision of any Software supplied by Maintel and/or the Outsourced Services provided. Neither Party shall modify(including such Software supplied by Maintel that is altered, adaptreinstalled, decompileadjusted, reverserepaired or otherwise modified by Maintel in the course of its provision of the Services) will not infringe any third-engineerparty patent, or create derivative works based on copyright, and/or trade secret rights existing under the laws of England and Wales. 7.5 Both Parties agree to defend the other Party’s intellectual property without obtaining prior written consent. Use from and against any claim or action by any third party in relation to a breach of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated rights (“IPR Claim”) and shall indemnify each other against all costs awarded under any final judgment, court order or settlement arising directly out of or in materials provided under this Agreement connection with that IPR Claim. 7.6 The indemnity at clause 7.5 above is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions the following conditions: 7.6.1 both Parties hereby agree to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available give promptly notice to the other Party (in writing as soon as the "Recipient"), non-public, proprietary, and confidential information notifying Party becomes reasonably aware of Discloser [whether any IPR Claim or not marked alleged IPR Claim; and 7.6.2 both Parties hereby agree to make no admissions (written or labeled as "confidential"/that, if disclosed oral) in writing or respect of any IPR Claim without the other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information")Party’s prior written consent; provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to and 7.6.3 the public other than as a result indemnified Party must grant the indemnifying Party sole control of the Recipient's breach defence including conducting any negotiations or litigation including defence of this Section 8proceedings and/or settlement of any IPR Claim and the costs incurred or recovered in such negotiations or settled claim shall be for the indemnifying Party’s account; (ii) is and 7.6.4 the indemnified Party shall give the indemnifying Party all reasonable assistance requested at the indemnified Party’s expense save where the infringement was directly caused by the acts or becomes available omissions of the indemnifying Party where the indemnifying Party shall pay the indemnified Party’s reasonable expenses actually incurred; and 7.6.5 the Customer shall allow Maintel to modify the Recipient on a non-confidential basis from a third-party sourceSoftware supplied by Maintel and/or the Services, or any part thereof, so as to avoid any IPR Claim, provided that such third-party the modification does not materially affect the functionality or Charges payable for the Software supplied by Maintel and/or the Services. 7.7 If the Software supplied by Maintel and/or Services become, or in Maintel’s opinion are likely to become, the subject of an IPR Claim covered by the indemnity at clause 7.5 Maintel may at its sole option either: (a) repair, replace or modify the affected Software supplied by Maintel and/or Services so that it is not no longer infringing or (b) procure the right for the Customer to continue to use the Software supplied by Maintel and/or the Services or the relevant part thereof or if neither (a) nor (b) above are commercially reasonable, then Maintel may (c) terminate the applicable elements of the Software supplied by Maintel and/or Services and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior refund to the Discloser's disclosure hereunderCustomer the portion of the Charges paid for that terminated element. 7.8 Where Maintel is the indemnifying Party and the Customer is the indemnified Party, the indemnity in clause 7.5 will not apply to any infringement arising from: (a) any modification, alteration, repair, adjustment or configuration made by anyone other than Maintel or under Maintel’s direction or instruction; or (ivb) was the Customer’s use of the Software supplied by Maintel and/or the Services in conjunction with software, hardware or is independently developed by data, where use of such software, hardware or data in combination with the Recipient without using any Confidential Information.Services gave rise to the infringement; or

Intellectual Property Rights. All intellectual property rights 8.1 We (or our suppliers) own all Intellectual Property Rights in materialsthe Rulefinder e-Signature Product, specificationsthe Content and the Website and you do not acquire, designsby virtue of this agreement, trademarksany right, title or interest in any of them other than the licence set out in paragraph 4.1. 8.2 Subject to the provisions of this paragraph 8, we will indemnify you and proprietary information each of your Permitted Affiliates on written demand in respect of the Indemnified Losses within the time specified in that demand provided by that: (a) you notify us in writing promptly of any IPR Claim of which you have notice; (b) you will not admit any liability or agree to any settlement or compromise of an IPR Claim without our prior written consent; (c) we will be entitled at any time from notification in accordance with paragraph 8.2(a) to assume exclusive conduct of the Client IPR Claim (which shall remain include, but not be limited to, the exclusive property right to conduct any proceedings or action, including in your name, negotiate the settlement of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the Outsourced Services under this Agreement shall remain IPR Claim); (d) you will give us all reasonable assistance in connection with the exclusive property conduct of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the PartiesIPR Claim (as referred to in paragraph 8.2(c)) at our request, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license cost and expense; and (e) until such time (if at all) we choose to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution assume exclusive conduct of the agreed deliverables. IPR Claim in accordance with paragraph 8.2(c) above, you will take all proper action to deal with the IPR Claim so as to minimise the extent of any Indemnified Losses. 8.3 The Outsourcer grants the Client a limited license indemnity in this paragraph 8 shall not apply to use any Outsourcer Intellectual Property IPR Claim that is incorporated into the deliverablesarises: (a) from any changes, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related modifications, updates or enhancements made to the Outsourced Services provided. Neither Party shall modifysoftware contained in the Rulefinder e-Signature Product or Rulefinder Reports, adapt, decompile, reverse-engineerother than by, or create derivative works based on with the other Party’s intellectual property without obtaining prior advance written consent. Use approval, of us; or (b) as a result of any use of the Rulefinder e-Signature Product other Party’s intellectual property for any purpose beyond than in accordance with the scope guidance notes that form part of this Agreement is strictly prohibited. Any thirdthe Rulefinder e-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising Signature Product or our agreement; or (c) from the unauthorized use of these materials. the software contained in the Rulefinder e-Signature Product, in combination with any other software and/or any equipment which has not been approved by us in advance for that use. 8.4 The provisions of this Section paragraph 8 state your and any of your Permitted Affiliates' exclusive remedy in connection with an IPR Claim. Paragraph 9.4 shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available not apply to the other Party (as the "Recipient"), non-public, proprietary, and confidential information amounts that you are entitled to claim from us by way of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationIndemnified Losses.

Intellectual Property Rights. All intellectual property rights 11.1 ReproNovo shall be responsible for making all filings and listings of Patents in materialsrespect of the Product, specificationsif listable, designs, trademarkswith Regulatory Authorities in the Territory. 11.2 Inventorship of Inventions shall be determined by application of U.S. patent law pertaining to inventorship, and proprietary ownership shall follow inventorship. 11.3 Subject to Section 2, as between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Intellectual Property Rights, Confidential Information and other information provided that are conceived, reduced to practice, discovered, developed, or otherwise made by such Party (or its Affiliates or Sublicensees) under or in connection with this Agreement, or Controlled (other than pursuant to the Client license in Section 2) by such Party or its Affiliates. ReproNovo and/or its designee shall remain at all times have the exclusive property right, but not the obligation, to register ReproNovo Trade Marks relating to the commercialization of the ClientProduct in the Territory. All intellectual property rights ReproNovo shall not use any ReproNovo Trade Mark in processesrelation to the Product that includes or is confusingly similar to the “Mereo” name, methodologies, software, the name of any Mereo Affiliate or proprietary tools developed solely by the Outsourcer name of any of their products. ReproNovo shall provide Mereo with any proposed ReproNovo Trade Marks to be used in connection with the Outsourced Services Product following the Effective Date for Mereo’s approval, not to be unreasonably withheld, conditioned or delayed (and in no event later than [***]); it being understood and agreed ▇▇▇▇▇ shall only be permitted to withhold its approval for any ReproNovo Trade Marks to the extent Mereo can demonstrate that such proposed ReproNovo Trade Mark includes or is confusingly similar to the “Mereo” name, the name of any Mereo Affiliate or the name of any of their products in the Territory. 11.4 Except as expressly provided herein or as required by Applicable Law, neither Party shall mention or otherwise use the name of the other, its Affiliates or Sublicensees in any publication, press release, marketing or promotional material, or other form of publicity without the prior written approval of such other Party in each instance. 11.5 If Mereo or ReproNovo becomes aware of misappropriation or infringement or threatened misappropriation or infringement of any Intellectual Property Rights relating to the Product (including Mereo Intellectual Property and Mereo Patents) by a Third Party in the Territory, such Party shall promptly notify the other Party in writing to that effect and provide a summary of the relevant facts and circumstances known to such Party relating to such infringement. ReproNovo shall, in consultation with ▇▇▇▇▇, have the right (but not the obligation) to control any claim, litigation or proceeding commenced against any such Third Party for infringement of Intellectual Property Rights with respect to the Product that is Controlled by ReproNovo, Mereo or their respective Affiliates, at ReproNovo’s sole cost and expense. However, ▇▇▇▇▇▇▇▇▇ shall obtain ▇▇▇▇▇’s consent prior to taking any actions that would materially affect ▇▇▇▇▇’s Intellectual Property Rights. Mereo shall have the right, at its own cost and expense, to join as a party to, and be represented in, any such action by counsel of its own choice. ReproNovo shall keep Mereo reasonably informed of any actions or proceedings commenced against any such Third Party. Mereo shall cooperate fully with ReproNovo with respect to such actions or proceedings, at ▇▇▇▇▇▇▇▇▇'s cost. If ReproNovo fails to initiate a claim, litigation or proceeding within [***] after written notice of such infringement is first provided by a Party under this Agreement Section 11.5 Mereo will have the right to initiate and control a claim, litigation or proceeding with respect to such infringement by counsel of its own choice, at its own cost expense and ReproNovo will have the right, at its own cost and expense, to be represented in any such action by counsel of its own choice. Mereo shall remain keep ReproNovo reasonably informed of any actions or proceedings commenced against any such Third Party. ReproNovo shall cooperate fully with Mereo with respect to such actions or proceedings. If ReproNovo ceases to pursue or intends to withdraw from a claim, litigation or proceeding instituted pursuant to this Section 11.5, it will promptly notify Mereo (in good time to enable Mereo to meet any deadlines by which any action must be taken to preserve any rights in such claim, litigation or proceeding) and Mereo may substitute itself for ReproNovo and proceed under the exclusive property terms and conditions of this Section. Any damages or other monetary awards recovered with respect to a claim, litigation or proceeding brought pursuant to this Section 11.5 will be shared as follows: (a) the amount of such recovery will first be applied to the Parties’ reasonable out-of-pocket costs incurred in connection with such claim, litigation or proceeding (which amounts will be allocated pro rata if insufficient to cover the totality of such expenses); (b) then any remaining proceeds will be allocated between the Parties as follows: ReproNovo will retain [***] of such proceeds and Mereo will receive [***] of such proceeds. ReproNovo shall have the sole right to control any claim, litigation or proceeding commenced against any Third Party for infringement of the OutsourcerReproNovo Trade Marks, at its sole cost and expense. Any intellectual property developed jointly ▇▇▇▇▇ agrees to provide any reasonable assistance requested by ▇▇▇▇▇▇▇▇▇ at the relevant time in relation to such action or defense at ReproNovo’s expense. If responsible for controlling any such claim, suit, or proceeding, ▇▇▇▇▇ shall not settle, compromise or withdraw from such claim, suit or proceeding without the prior written consent of ReproNovo. 11.6 ReproNovo shall have sole control of and shall be required to defend, at its sole cost and expense, any claim, litigation or proceeding that may arise related to a Third Party patent or other Third Party Intellectual Property Right that is infringed or alleged to be infringed by the Parties specifically Product (or its manufacture, sale or use) as well as all negotiations for its settlement or compromise, provided that ReproNovo shall not settle or compromise any claim, litigation or proceedings or enter into any consent order for the purposes settlement or compromise thereof without the prior written consent of Mereo, which consent shall not be unreasonably withheld, conditioned or delayed. Mereo shall also have the right, but not the obligation, to participate, at its own expense, in the defence thereof with counsel of its choice. ReproNovo will keep Mereo reasonably informed about such proceedings. Mereo shall cooperate to the extent reasonably necessary and at ▇▇▇▇▇▇▇▇▇'s cost to assist ▇▇▇▇▇▇▇▇▇ in defending, contesting or otherwise protesting against any such actions. Subject to Section 8.1 and Section 8.2, each Party shall assume and pay all of its own out-of-pocket costs incurred in connection with any litigation or proceedings including the reasonable fees and expenses of that Party’s counsel. 11.7 If a Party initiates a claim, litigation or proceeding in accordance with Section 11.5, the other Party agrees to be joined as a party plaintiff where necessary under Applicable Law for such initiating Party to initiate and maintain such claim, litigation or proceeding. Each Party agrees to provide the other Party with reasonable assistance and cooperation with respect to any claims, litigations or proceedings conducted under Sections 11.5 and 11.6, with the reasonable internal and out-of-pocket costs and expenses of providing such assistance and cooperation to be borne by the Party conducting the claim, litigation or proceeding. 11.8 In consultation with ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ shall have the right, but not the obligation, to prepare, file, prosecute, defend in any oppositions or post-grant proceedings, and maintain the Mereo Patents and any other Patents relating to inventions developed by or on behalf of or otherwise Controlled by ReproNovo, its Affiliates or their sublicensees ("Arising Patent"), at ReproNovo's sole cost and expense. The Parties agree to cooperate fully in the preparation, filing, prosecution, defense in oppositions or post-grant proceedings, and maintenance of the Mereo Patents and Arising Patents in the Territory, and to promptly inform one another of any matters coming to their attention that may materially affect such activities. ReproNovo shall keep ▇▇▇▇▇ fully informed of all material steps with regard to the preparation, filing, prosecution, defense, and maintenance of such Patents, including by providing Mereo with a copy of material communications to and from any patent authority in the Territory, and by providing Mereo drafts of any material filings or responses to be made to such patent authorities in the Territory sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for Mereo to review and comment thereon. ReproNovo shall consider in good faith the requests and suggestions of ▇▇▇▇▇ with respect to such drafts and with respect to strategies for filing and prosecuting such Patents in the Territory. ReproNovo shall promptly inform ▇▇▇▇▇ of any adversarial patent office proceeding or sua sponte filing, including a request for, or filing or declaration of, any opposition, reexamination or other post-grant challenges or proceedings relating to such Patents in the Territory. The Parties shall thereafter consult and cooperate to determine a course of action with respect to any such proceeding in the Territory and ReproNovo shall consider in good faith all comments, requests and suggestions provided by ▇▇▇▇▇. If ▇▇▇▇▇▇▇▇▇ decides not to prepare, file, prosecute, defend in an opposition or post-grant proceeding, or maintain a Mereo Patent or Arising Patent in a country or other jurisdiction in the Territory, ReproNovo shall provide reasonable prior written notice to Mereo of such intention. Mereo shall thereupon have the right, but not the obligation, in its sole discretion, to assume the control and direction of the preparation, filing, prosecution, defense, and maintenance of such Patents at its expense in such country or other jurisdiction. In the event Mereo assumes such control, within [***] ReproNovo shall promptly deliver to Mereo or its designee copies of all necessary files related to such Patent and take all actions and execute all documents reasonably necessary for ▇▇▇▇▇ to assume such control. The Parties shall execute all papers and instruments, or require their employees or contractors to execute such papers and instruments, so as to (a) effect the ownership of Intellectual Property Rights set forth in this Agreement Section 11; (b) enable the other Party to apply for and to prosecute Patent applications in the Territory; (c) obtain and maintain any Patent term extensions, supplementary protection certificates, and the like with respect to such Patents in the Territory; and(d) provide assistance necessary for registering any license, transfer or assignment with applicable governmental authorities, in each case ((a), (b), and (c)) to the extent provided for in this Agreement. 11.9 ReproNovo shall be jointly owned by have the sole right, but not the obligation, to seek, at its cost, in Mereo’s name if so required, Patent term extensions, including any supplementary protection certificates and the like available under Applicable Laws for the Product in the Field in the Territory. ReproNovo will keep Mereo reasonably informed of its efforts to obtain such extensions. Mereo shall cooperate in connection with all such activities. ReproNovo, its agents and attorneys will give due consideration to all suggestions and comments of ▇▇▇▇▇ regarding any such activities, including the choice of which Patent to apply term extensions to, but in the event of a disagreement between the Parties, unless otherwise agreed ▇▇▇▇▇▇▇▇▇ shall have the final decision-making authority. 11.10 The Parties shall discuss and agree an approach regarding the opt-in writing. The Client grants the Outsourcer a limited, nonor opt-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services out under this Agreement. This license is strictly for internal use and to support the execution Article 83(4) of the agreed deliverables. The Outsourcer grants Agreement on a Unified Patent Court between the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use participating Member States of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party European Union (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"2013/C 175/01), nonwith respect to any Mereo Patents. ReproNovo shall have the right to make decisions regarding the opt-public, proprietary, and confidential information of Discloser [whether in or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available opt-out with respect to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that Arising Patents. ReproNovo shall pay all fees associated with such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationdecisions.

Intellectual Property Rights. All intellectual property rights 13.1 The Funder and the Recipient agree that all rights, title and interest in materialsor to any information, specificationsdata, designsreports, trademarksdocuments, procedures, forecasts, technology, Know-How and proprietary information provided any other Intellectual Property Rights whatsoever owned by either the Client Funder or the Recipient before the Commencement Date or developed by either Party during the Grant Period, shall remain the exclusive property of that Party. 13.2 Where the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by Funder has provided the Outsourcer Recipient with any of its Intellectual Property Rights for use in connection with the Outsourced Services under this Agreement shall remain Project (including without limitation its name and logo), the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the PartiesRecipient shall, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that cease to use such Intellectual Property Rights immediately and shall either return or destroy such Intellectual Property Rights as requested by the Funder. 13.3 Any and all Foreground Intellectual Property Rights arising, acquired and created in the course of performance of the Project and/or the performance of the Recipient’s obligations under this Agreement, shall automatically vest in and be solely owned by the Funder. 13.4 The Recipient hereby unconditionally and irrevocably waives, in respect of any and all Foreground Intellectual Property Rights created and referenced under Clause 13.3 all moral rights, all rights and restrictions relating to intellectual property continue to be enforced. From identified as the author and/or, all rights to object to derogatory treatment of those Foreground Intellectual Property Rights to which the Recipient may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time during and/or any similar or equivalent legislation or laws in force anywhere in the duration world. This waiver made in favour of this Agreement, either Party (as the "Discloser") may disclose or make available Funder shall extend to the other Party Funder’s licensees, sub-licensees, future providers, agents, representatives assignees and successors in title and/or nominated third parties (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available those third parties provide services and/or goods similar to the public Project). 13.5 The Recipient acknowledges and agrees that it is responsible for any infringement of any third parties’ Intellectual Property Rights and for any claims (actual or threatened) made against the Funder in connection with Intellectual Property Rights in connection with the Project. 13.6 The Recipient shall fully indemnify on demand and keep fully indemnified on demand the Funder against any and all claims (actual or threatened), demands, actions, costs, expenses (including all legal and other than as professional expenses and disbursements on a result full indemnity basis), losses, damages and any and all other liabilities which are suffered or incurred by the Funder (or its nominated third parties) and arising from or incurred by reason of any infringement or alleged infringement of any third parties’ Intellectual Property Rights (including the defence of such alleged infringement) arising directly or indirectly from the Funder’s use of the relevant Intellectual Property Rights and/or delivery of the Project by the Recipient's breach . 13.7 The Recipient will do all acts and/or things and execute all documents and/or deeds requested by the Funder from time to time to give effect to and invest in the Funder any and all of the rights envisaged to be invested in the Funder in this Section 8; Clause 13 (ii) is or becomes available Intellectual Property Rights). 13.8 The licences granted to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not Funder under this clause 13 shall continue during and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationGrant Period.

Intellectual Property Rights. All intellectual property rights 4.1 The Parties agree that: (a) BASF shall have the entire and exclusive worldwide rights, title and interest in materialsand to all Results relating to the manufacture of the Product (“BASF’s Interests”). BASF, specificationsat its sole discretion and expense, designswill have the right to prepare, trademarksfile, prosecute, maintain and proprietary information provided by enforce patents and patent applications directed to BASF’s Interests. (b) Cardax shall have the Client entire and exclusive worldwide rights, title and interest in and to all Results relating to the formulation and the pre-clinical and clinical development of the Product as an intermediate in the manufacture of or as an ingredient in human pharmaceutical compounds (“Cardax’s Pharmaceutical Interests”) or nutraceutical compounds (“Cardax’s Nutraceutical Interests”) (collectively “Cardax’s Interests”). Cardax, at its sole discretion and expense, will have the right to prepare, file, prosecute, maintain and enforce patents and patent applications directed to Cardax’s Interests. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 4.2 The Parties agree that any invention shall remain be and become the exclusive sole property of the Client. All intellectual property rights in processesrelevant Party, methodologiesas set out here above, softwarewhich Party shall have the right to determine whether any application for a patent shall be made and shall have the exclusive benefit throughout the world of all Foreground Intellectual Property Rights, or proprietary tools developed solely by the Outsourcer in connection together with the Outsourced Services right to maintain, assign or abandon such Foreground Intellectual Property Rights without reference to any other person. The Parties agree to execute and do all things necessary to vest the title and interest in such Foreground Intellectual Property Rights in the relevant Party as set out above, at the expense of said relevant Party, which shall pay the costs of the prosecution of all applications for Foreground Intellectual Property Rights to which it becomes entitled under this Agreement Agreement. The Party intending to file a patent application shall remain inform the exclusive property other Party of such intended filing and shall provide the other Party with an opportunity to comment on the text of the Outsourcerpatent application, whenever this is possible without endangering protection. Any intellectual property developed jointly by Further, not later than thirty days after the Parties specifically for filing date, the purposes Party filing the patent application shall furnish the other Party with a copy of the patent application, subject to the provisions of Article 3 here above. 4.3 Each Party shall keep the Results and any Foreground Intellectual Property Rights belonging to the other Party confidential and shall not, except as provided in this Agreement Agreement, use them without the prior written consent of the other Party or disclose it to any third party and shall be jointly owned by treat it in accordance with the Parties, unless otherwise agreed in writing. The Client provisions of Article 3 here above. 4.4 Cardax hereby grants the Outsourcer a limited, non-exclusiveexclusive worldwide, non-transferable, royalty-free nontransferable license to BASF to use the ClientCardax’s intellectual property solely Nutraceutical Interests (but not Pharmaceutical Interests) for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use development and commercialization (directly or through a third party) of human nutraceutical compounds containing or utilizing Product and to support make available to BASF the reasonable assistance of Cardax in designing and conducting clinical studies in the United States therefor all subject to the negotiation and agreement by the Parties of reasonable commercial terms for such license and assistance. Such license shall be subject to the following tiered royalty structure: (i) [***]% on Net Nutraceutical Sales < $[***] (ii) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (iii) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (iv) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (v) [***]% on Net Nutraceutical Sales of $[***] or above CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. BASF shall have the option to have the license converted to an exclusive license, subject to the following provisions (b)- (d). BASF shall exercise the option by written document at any time, subject to 4.4 (e) below. (b) Tiered royalty structure (i) [***]% on Net Nutraceutical Sales < $[***] (ii) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (iii) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (iv) [***]% on Net Nutraceutical Sales of $[***] or more but < $[***] (v) [***]% on Net Nutraceutical Sales of $[***] or above (c) Commercialization obligations (i) [***] (ii) [***] (d) If BASF fails the commercialization obligations, Cardax may terminate by written notice to BASF the exclusivity of the license. In such event, the license shall become non-exclusive and the tiered royalty schedule set out in 4.4 (a) shall apply as of the date of the notice. (e) If at any time prior to the execution of the agreed deliverables. The Outsourcer grants option with respect to an exclusive license, Cardax gives BASF written notice that Cardax desires to [***], BASF’s right to exercise the Client a limited option shall [***]. (f) Any license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, (either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser exclusive or exclusive) granted pursuant to this agreement or contemplated by this agreement to BASF by Cardax for Cardax’s Nutraceutical Interests shall terminate [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within ***]. 4.5 [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.***] 4.6 [***]

Intellectual Property Rights. D12.1 This Condition D12 shall apply in the absence of any specific provision for the allocation of Intellectual Property Rights between the Parties elsewhere in the Contract. D12.2 All intellectual property rights Intellectual Property Rights or other similar protection in materials, any specifications, designsinstructions, trademarksplans, and proprietary information provided data, drawings, databases, patterns, models, designs or other material furnished to or made available to the Contractor by DCLG pursuant to the Client Contract shall remain the exclusive property of DCLG. D12.3 All pre-existing Intellectual Property Rights or other similar protection in any specifications, instructions, plans, data, drawings, databases, patterns, models, designs or other material existing prior to the date of the Contract date and furnished to or made available to DCLG by the Contractor pursuant to the Contract shall remain the property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writingContractor. The Client Contractor hereby grants to DCLG and the Outsourcer Crown a limited, non-exclusive, non-transferableroyalty free, royalty-free license perpetual and irrevocable licence to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverablesuse, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall reproduce, modify, adapt, decompileamend, reverseenhance and other deal with (and to authorise a third party on behalf of DCLG or the Crown, such third party having signed a confidentiality undertaking, to use, reproduce, modify, adapt, amend, enhance and otherwise deal with) the Contractor’s pre-engineerexisting Intellectual Property Rights for DCLG or the Crown’s own internal purposes, to allow DCLG or create derivative works based on the Crown to exploit the Intellectual Property Rights or similar generated under the Contract and for any other Party’s intellectual property without obtaining prior written consent. Use purposes specified in the Contract. D12.4 Subject to D12.6 below, all Deliverables, reports and other documents or similar and all Intellectual Property Rights or other similar protection arising out of the other Partyperformance by the Contractor’s intellectual property for any purpose beyond Personnel of their duties hereunder are hereby assigned to and shall vest in DCLG absolutely and the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated Contractor or the Contractor’s Personnel shall enter into such documentation and perform such acts as DCLG may request to properly vest such rights in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. DCLG. D12.5 The provisions of this Section Condition D12 shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time apply during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result continuance of the Recipient's breach Contract and after its expiry or termination howsoever arising. D12.6 Where necessary, the Contractor shall use reasonable endeavours to secure an appropriate licence from the owner of any data used to perform this Section 8; (ii) is contract to allow DCLG to use, reproduce, modify, develop or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was maintain Intellectual Property Rights in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationsame.

Intellectual Property Rights. All intellectual property rights Subject to (a) the limitations set forth ---------------------------- in materialsArticle 7 and in this Article 8, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either each Party (as the "DiscloserDefending Party") may disclose shall defend and settle any claim, demand, cause of action, loss, damage, liability, fine, penalty, cost or make available to expense (each, a "Claim") brought against the other Party ("Defended Party") arising our of a breach of the Defending Party's warranties and representations set forth in Section 6.3 and pay all damages solely attributable to such breach that are awarded pursuant to such Claims. As a condition of the Defending Party's obligations set forth in the preceding sentence, the Defended Party shall give the Defending Party prompt written notice of any such Claims as described in the "Recipient")first sentence of this Section, non-public, proprietary, full authority to defend and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed settle such Claims and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available all reasonable assistance to the public other than Defending Party (at the Defending Party's expense) as may be requested by Defending Party. If, as a result of a Claim for which LSI is the Recipient's breach of this Section 8Defending Party, ChipPac becomes enjoined from using the Packaging Technology or if LSI reasonably believes such a Claim may be initiated: (a) LSI shall, at its election, (i) procure for ChipPac the right to use the Packaging Technology; (ii) provide ChipPac with replacement technology (which shall become Packaging Technology) that is or becomes available to the Recipient on a non-confidential basis from infringing that is a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiryreasonable substitute for the infringing Packaging Technology; or (iii) was in terminate ChipPac's license hereunder and if such termination occurs within three years from the Recipient's possession prior Effective Date, refund a fraction of all payments made under Article 5, the numerator of the fraction equal to the Disclosernumber of days between the date of such termination and the date that is three years from the Effective Date, the denominator equal to three (3) years. In cases (ii) and (iii) above, ChipPac will immediately cease using the Packaging Technology in question upon receiving written notice from LSI. In the case where ChipPac is the Defending Party, the Defended Party shall include LSI's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationAffiliates. THIS SECTION STATES THE ENTIRE LIABILITY OF EACH PARTY AND THE EXCLUSIVE REMEDY OF EACH PARTY WITH RESPECT TO INFRINGEMENT. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8.1, ALL WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, STATUTORY, EXPRESS OR IMPLIED ARE HEREBY DISCLAIMED.

Intellectual Property Rights. All 14.1 The Intellectual Property Rights including the Trademark under the Trademark Act, 1999 (including amendments) and the Copyright Act, 1957 (including amendments) of all the Content/ Services/ Solutions developed under this partnership shall vest and remain with the First Party. The Second Party or any of its partners shall not use such intellectual property rights in materialsany form without prior written consent of the First Party. The Second Party shall execute all documents, specificationspapers, designsforms and authorizations and take all other actions that may be necessary for securing, completing, or vesting in First Party full right, title, and interest in the said Intellectual Property developed as per the terms of this Agreement. 14.2 Either party may use any trademarks, and service marks or proprietary information provided by the Client shall remain the exclusive property words or symbols of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by other party to properly identify the Outsourcer learning solution in connection with the Outsourced Services under this Agreement shall remain the exclusive property fulfillment of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the Outsourced Services obligations under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only Except as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated otherwise provided in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as party, shall not, without the "Discloser") may disclose express prior written consent of the other party, use the trademarks, service marks, proprietary words or make available to symbols of the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing its copyrighted or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed proprietary materials. 14.3 The Second Party shall be solely responsible for complying with all applicable laws and within [NUMBER] days thereafter, is summarized regulations in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available relation to the public other than as a result development of the Recipient's breach learning solution as per the terms of this Section 8; (ii) is or becomes available Agreement and shall ensure while certifying that the work delivered to the Recipient First Party are original, plagiarism free and not against laws of the country or infringe the rights, including but not limited to intellectual Property or proprietary rights of any third party. 14.4 The Second Party further warrants that it shall at all times fully indemnify the First Party and undertakes to hold the First Party harmless from any and all losses, damages, claims, costs and expenses (including but not limited to reasonable legal fees and attorneys’ fees) arising out of any infringement claims and disputes arising out of the use of or on a non-confidential the basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in of the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently learning solution developed by the Recipient without using Second Party for the First Party as per the terms of this Agreement. As per the Copy Right Act, 1957 and its amendments made from time to time, if, at any Confidential Informationtime during the term of this Agreement or after the termination of this agreement, the First Party faces any copyright infringement allegations as the author of the work, the Second Party shall inform the First Party and with the consent of the First Party (which shall not be unreasonably withheld) proceed to prosecute an action in the court of law for the losses incurred including recovery suit in civil courts as well as filing a case in the criminal court.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by IPR belonging to a Party prior to the Client Effective Date shall remain vested in and belong exclusively to that Party. Nothing in this GTC shall be taken to be a transfer or assignment of or an GTC to transfer or assign any of Endava IPR to Supplier. Supplier shall not be entitled to use any of Endava IPR other than as expressly set out in Contract, Order and this GTC and shall not permit any third party to use such rights without the exclusive property express written consent of Endava, in its absolute discretion. Supplier grants to Endava, during the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes term of this Agreement shall be jointly owned by the PartiesGTC only, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, royalty free, non-transferable, royalty-free transferable and fully sub licensable (to Endava Affiliates) license to use Supplier IPR to the Client’s intellectual property solely extent that such use is required for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under Contract, Order or this Agreement and solely for purposes directly related GTC. Supplier has the right to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of terminate this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, license if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as Endava commits a result of the Recipient's material breach of this Section 8; (ii) is or becomes available clause. Save to the Recipient on a non-confidential basis from a third-party sourceextent that the Goods, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession Services or Software would include IPR belonging to Supplier prior to the Discloser's disclosure hereunder; Effective Date, where the Goods, Services or Software supplied under Contract, Order or this GTC form a work which is protected by, or which is capable of being protected by, IPR (iv) was whether registered or is independently developed otherwise), any such rights, title or interest, or the option to obtain such rights, title or interest, related to such work, shall be the sole and exclusive property of Endava. If upon the creation of such IPR the rights, title or interest automatically vest in Supplier, Supplier shall hold them on trust for Endava, and take any action requested by Endava in relation to such rights, title or interest. Supplier represents, warrants and covenants that now and throughout the Recipient without using term of Contract or Order, it has or shall procure all rights, permissions and consents necessary to legally produce any Confidential InformationGoods, Services, Software, Supplier Materials under Contract, Order and this GTC.

Intellectual Property Rights. All 8.1 EFB shall have no right under the Agreement to make use of any brand names trademarked by RFM, nor any of the intellectual property rights properties or know-how developed by RFM in materialsconjunction with the operation of plants similar to the EFB’s facility, specifications, designs, trademarks, or to use any of RFM’s intellectual properties and proprietary information provided know-how other than pursuant to such separate licensing arrangements as may be entered into by the Client shall remain parties (if any), but the exclusive property parties expressly agree that no such rights are being conveyed by virtue of the Clientexecution or performance of this Agreement. All Likewise, RFM shall have no right under the Agreement to make use of any brand names trademarked by EFB, nor any intellectual property rights in processesproperties or know-how developed separately by EFB, methodologies, software, or proprietary tools developed solely other than pursuant to such separate licensing arrangements as may be entered into by the Outsourcer parties (if any), but the parties expressly agree that no such rights are being conveyed by virtue of the execution or performance of this Agreement. 8.2 Notwithstanding any provision to the contrary contained herein, all copyrightable material originated and developed, in whole or part, by CEO in connection with services provided within the Outsourced Services under this Agreement shall remain scope of and during the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes term of this Agreement (the “Works”) shall be jointly owned by constitute “works made for hire” for EFB, as that phrase is defined in Sections 101 and 201 of the PartiesCopyright Act of 1976 (Title 17, unless otherwise agreed United States Code) and, if particular Works do not fall within the definition of “works made for hire,” RFM does and shall irrevocably grant, assign and transfer all rights, title and interests in writingthe copyright to those Works to EFB presently, or immediately upon creation of the material, and without the need for further written agreement or compensation. The Client grants If RFM retains any proprietary rights in any components of the Outsourcer a limitedWorks, nonRFM does and shall irrevocably grant, assign and transfer to EFB presently, or upon creation, all of RFM’s rights, title and interests in and to the rights to such components, including, but not limited to, all copyright rights, without the need for further written agreement or compensation. If RFM has or may have so-exclusivecalled “moral rights” or droit morale with regard to any Works or their components, non-to the extent such rights are assignable or transferable, royalty-free license RFM does and shall irrevocably assign and transfer them to use EFB presently, or upon creation, without the Client’s intellectual property solely need for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverablesfurther written agreement or compensation, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related and, to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided extent that such third-party is rights are not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationassignable, but waiveable, RFM shall waive them.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client shall remain the exclusive property 9.1 In respect of the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by Goods and any goods that are transferred to KPMG as part of the Outsourcer in connection with the Outsourced Services under this Agreement shall remain Agreement, including without limitation the exclusive property Deliverables or any part of them, the Supplier warrants that it has full, clear and unencumbered title to all such items, and that at the date of delivery of such items to KPMG, it will have full and unrestricted rights to sell and transfer such items to KPMG. 9.2 The Supplier assigns (by way of both present and future rights) to KPMG, with full title guarantee and free from all third party rights, the Intellectual Property Rights and all other rights in the output of the Outsourcer. Any intellectual property developed jointly by Services (including any Deliverables) in each case with effect from their creation. 9.3 If the Parties specifically for Supplier needs to use any of the purposes Intellectual Property Rights assigned to KPMG in the performance of this the Agreement shall be jointly owned by and/or which belong to KPMG, KPMG grants to the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer Supplier a limited, non-exclusive, non-transferable, royalty-royalty free license and revocable licence to use such Intellectual Property Rights solely in order to perform the Client’s intellectual property solely Agreement. Any licence granted under this Clause shall automatically terminate when the Agreement terminates/expires. 9.4 The Supplier shall procure irrevocable waivers of any moral rights in the output of the Services (including the Deliverables) to which any individual is now, or may be at any future time, entitled. 9.5 If in performing the Services the Supplier uses any Intellectual Property Rights owned by itself or a third party (other than KPMG) and/or the use of Goods and/or Deliverables will require the use of any Intellectual Property Rights owned by itself or a third party, the Supplier shall grant to KPMG or shall procure for it a perpetual, non- exclusive, royalty free, transferable licence to use, develop, support or maintain such Intellectual Property Rights in order to enable KPMG to secure the full benefit of the Goods, Services, Deliverables and the rights assigned to it under this Clause. This shall include for the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal completion and use and to support the execution of the agreed deliverables. The Outsourcer grants output of the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely Services and for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject providing services to its own licensing terms. Each Party represents that it has secured clients. 9.6 The Supplier shall indemnify and keep KPMG indemnified from and against any and all necessary rights losses, costs, expenses, claims and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than liabilities incurred by KPMG as a result of any claim that the Recipient's breach use by KPMG of the Goods, Deliverables, the Services and/or Intellectual Property Rights for which the Supplier has secured or granted a licence in accordance with this Section 8; (ii) Clause, infringes the rights of a third party. 9.7 Any use of the name and/or logo of KPMG is or becomes available subject to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not prior written consent of KPMG and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in compliance with the Recipient's possession prior to relevant KPMG guidelines. 9.8 All KPMG Materials are the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationexclusive property of KPMG.

Intellectual Property Rights. All As between eXp and Vendor, eXp is and will remain the sole and exclusive owner of all right, title, and interest in and to all eXp AI Input and eXp AI Output, including all intellectual property rights relating thereto, subject only to the limited license granted in materials, specifications, designs, trademarks, the Agreement. Subject to the terms and proprietary information provided by the Client shall remain the exclusive property conditions of the Client. All intellectual property rights in processesAgreement, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcer. Any intellectual property developed jointly by the Parties specifically for the purposes of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client eXp hereby grants the Outsourcer Vendor a limited, royalty-free, fully-paid up, non-exclusive, non- transferable, and non-transferable, royalty-free sublicensable license to Process (as defined in the DPA) the eXp AI Input and eXp AI Output in the United States or other by eXp or a User, and solely as necessary to provide the Services for eXp's benefit as provided in this Agreement during the Term. Vendor shall not combine or commingle eXp AI Input or eXp AI Output with data or information of Vendor or any third party, including Training Data, and shall logically segregate and isolate eXp AI Input and eXp AI Output from all such Vendor and third-party data. For the avoidance of doubt, Vendor shall not use or modify, or permit any third party to use or modify, eXp Data or any other Confidential Information of eXp to develop, train, retrain, tune, validate, modify, update, or otherwise improve any AI Features, any AI Technology, the Client’s Services, or any other product or service, or as prompts for any AI Technology. Notwithstanding the foregoing, Vendor may use eXp AI Input and eXp AI Output, to the extent such eXp AI Input and eXp AI Output does not include any Personal Information (as defined under Data Protection Laws), in an aggregate and anonymized manner to improve AI Features; provided, however, that any such use shall be solely on an as-is basis with no warranties whatsoever by eXp or Users. eXp is and will be the sole and exclusive owner of all right, title, and interest in and to all eXp Customizations, including all intellectual property solely for rights therein. Vendor will not, and will not allow any third party to, access or use eXp Customizations during or after the purpose of performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverablesTerm, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only except as necessary to fulfill its obligations to eXp under this the Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationcomply with applicable AI Laws.

Intellectual Property Rights. All intellectual property rights in materials12.1 Subject to this paragraph, specificationsErySave shall take all steps necessary to file, designs, trademarks, prosecute and proprietary information provided by maintain the Client shall remain the exclusive property validity and subsistence of the ClientPARSUS Technology and the Know-How and Patents. All intellectual property rights In each case that ErySave decides not to file, prosecute and maintain any patent application or patent for any PARSUS Technology in processesthe Licensed Field, methodologiesit shall promptly notify ATS and ATS shall have the option thereafter to file, software, prosecute and maintain such patent applications or proprietary tools developed solely by the Outsourcer patents in connection with the Outsourced Services under this Agreement shall remain the exclusive property of the Outsourcerand to any PARSUS Technology itself. Any intellectual property developed jointly by the Parties specifically ErySave will do all acts and execute all documents reasonably necessary for the purposes of this paragraph. If ATS so files, prosecutes or maintains, then 50% of any reasonable attorney's fees, government fees and expenses incurred by ATS in filing, prosecuting and maintaining any Patents, Trademarks or Know-How shall be applied against and reduce any future Royalties or other payment(s) otherwise payable to ErySave under this Agreement. 12.2 ATS shall not do any act (or fail to act) so as to reduce the rights of ErySave in the PARSUS Technology. 12.3 Other than as expressly provided for in this Agreement, nothing in this Agreement shall be jointly owned by the Partiesconstrued as granting either party any right or license, unless otherwise agreed in writing. The Client grants the Outsourcer a limitedeither express or implied, non-exclusive, non-transferable, royalty-free license to use the Client’s under any patents or other industrial or intellectual property solely for right, including trade secrets and know-how, of the purpose other party. 12.4 ErySave shall own all right, title and interest in, to and associated with any improvement, development, discovery or invention or any future Products as it relates to and employs the PARSUS Technology, whether made by ErySave or any ErySave employee, or ATS or ATS employee or any third party during the term of performing the Outsourced Services under and in connection with this Agreement. This license is strictly for internal use , including any intellectual property rights, know-how, trade secrets, inventions, data and information, but then any such improvement, development, discovery, invention, data and information, and any intellectual property rights, know-how, trade secrets thereto shall be subject to support the execution License. 12.5 Each party shall, within 30 days of becoming aware of any complaint, claim or allegation that the exercise of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations rights under this Agreement constitutes an infringement or misappropriation of any Third Party IP Rights, give the other party written notice of such claim, etc. Likewise, each party shall, within 30 days of acquiring knowledge or reasonable belief that any third party is infringing or misappropriating any Patents, Trademarks or Know-How, give the other party written notice of such knowledge or reasonable belief. 12.6 Any prosecution against third party infringers of ErySave Patents or Know-how shall be conducted by ErySave, upon consultation with ATS. The parties shall equally share the costs of, all claims and solely for purposes directly related legal proceedings against third parties relating to third party infringement of any Patents or Know-How in the Licensed Field, and the benefits of such proceedings (after reimbursement to the Outsourced Services provided. Neither Party parties of their respective legal and court costs thereof) shall modify, adapt, decompile, reverse-engineer, or create derivative works based on be shared equally between them. 12.7 If either party elects not to participate in a proceeding referred to in paragraph 12.7 it shall notify the other Party’s intellectual property party within ninety (90) days of giving or receiving notice pursuant to paragraph 12.6, the other may elect to proceed alone and shall have the right to institute or defend proceedings in its own name and at its own expense and shall be entitled to receive all benefits derived therefrom, subject to, in the case where ATS is the continuing party, remaining liable to pay Royalty on all such benefits that are intended to compensate for lost or reduced Product sales or similar loss or damage. The non-participating party shall, if so requested in writing by the continuing party, lend all necessary support to the proceedings on condition that the continuing party indemnifies it against all costs, damages and expenses which may be incurred in so doing. 12.8 Neither party shall settle or compromise any proceedings under this Part 12 without obtaining prior written consent. Use the consent of the other Party’s intellectual party if the settlement or compromise obliges the other party to make any payment or part with any property for or other right or assume any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is obligation or grant any licence or other rights or be subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing injunction or other tangible form is clearly labeled as "confidential," restraint by reason of such settlement or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationcompromise.

Intellectual Property Rights. All intellectual property 20.1.1 Subject to the limited rights expressly granted hereunder, the Service Provider reserves all rights, title and interest in materialsand to the System, specificationsthe Services and Service Provider Software, designsincluding all related Intellectual Property Rights, trademarkson behalf of the Service Provider or its licensors. No other rights are granted to the Authority hereunder other than as expressly set forth herein. 20.1.2 Subject to the provisions of clause 20.1.1, the Authority acknowledges that all Intellectual Property Rights in the Service Provider Software and proprietary information the Third Party Software and all documentation and manuals relating thereto provided by the Client Service Provider from time to time shall, as between the parties, remain the exclusive property of the Service Provider (or its suppliers) and this Agreement does not operate to transfer to the Authority title to, or in any Intellectual Property Rights in, the Service Provider’s IPR. 20.1.3 The Service Provider grants to the Authority the licences set out in Annex A of Schedule 2. 20.2 Nothing in this clause 19.3 shall prevent either party from using data processing techniques, ideas and know-how gained during the performance of this Agreement in the furtherance of its normal business, to the extent that this does not constitute or relate to a disclosure of Confidential Information or an infringement by that party of any Intellectual Property Right. 20.3 To the extent that any TfL Group Member provides the Service Provider for the purpose of or in connection with providing the Services or supplying the System with any materials in which any TfL Group Member owns (or is licensed by a third party to use) the Intellectual Property Rights, the Service Provider acknowledges and agrees that nothing in this Agreement grants to the Service Provider any right, title or interest in such materials other than a limited non-exclusive right to use those materials solely for the purposes of providing the Services. All Intellectual Property Rights in such materials are and shall remain the exclusive property of the Client. All intellectual property rights in processes, methodologies, software, TfL Group Member or proprietary tools developed solely (if applicable) its third party licensors.‌ 20.4 The Service Provider warrants and shall ensure that the possession and/or use by the Outsourcer TfL Group of the System, and the performance by the Service Provider of the Services shall not constitute any infringement or misappropriation of any Intellectual Property Rights or any other legal or equitable right of any person and that the Service Provider owns or has obtained valid licences to or of all such Intellectual Property Rights and other rights which are necessary for the performance of its obligations under this Agreement. 20.5 If any third party claims that the possession and/or use of the System and/or the receipt of the Services (“Indemnified Deliverables”) by any TfL Group Member and/or the provision by the Service Provider of any Indemnified Deliverable under or in connection with the Outsourced Services under this Agreement constitutes an infringement or misappropriation of any Intellectual Property Rights or other right of that third party (“IPR Claim”), the Service Provider shall remain indemnify, keep indemnified and hold harmless the exclusive property TfL Group Members (including their respective employees, sub-contractors and agents) against all Losses arising from or incurred by reason of any such IPR Claim (including the defence and any settlement of such IPR Claim).‌ 20.6 In the event of a claim pursuant to clause 20.5: 20.6.1 the Authority shall promptly notify the Service Provider of the Outsourcer. Any intellectual property developed jointly claim; 20.6.2 the Service Provider shall, at its own cost and expense, control the defence of such IPR Claim and any related proceedings or settlement negotiations, except that the Authority shall be entitled to take any action which it deems necessary if the Service Provider fails to take action, or (in the TfL Group’s reasonable opinion) delays taking action, in defending or settling any such IPR Claim and such failure or delay may, in the reasonable opinion of the Authority, prejudice the interests of the TfL Group; and 20.6.3 at the cost and expense of the Service Provider, the Authority shall take all reasonable steps to co-operate with the Service Provider in the defence or settlement of such IPR Claim. 20.7 If any Indemnified Deliverable becomes the subject of any IPR Claim and, as a result of such IPR Claim, a court of competent jurisdiction grants an injunction preventing the use by the Parties specifically Service Provider, any TfL Group Member of any of such Indemnified Deliverable or there is substantial risk of such injunction being granted or the IPR Claim is settled on the basis that the Indemnified Deliverable cannot be used, the Service Provider shall at its expense as soon as possible following (and in any event within thirty (30) days of) such event occurring: 20.7.1 obtain for the purposes TfL Group Members the right to continue to possess, use and/or receive the benefit of the relevant Indemnified Deliverable(s); or 20.7.2 replace or modify the relevant Indemnified Deliverable(s) so that it becomes non-infringing without detracting from the functionality or performance of the overall System or Service and provided that any such replacement or modification shall not prevent the Service Provider’s compliance with the warranties contained at clause 9. 20.8 The Service Provider shall have no liability under or in connection with this Agreement for any infringement caused solely and directly by: 20.8.1 the combination of the relevant Indemnified Deliverable with other products, data or information not supplied by the Service Provider unless the combination was made or approved by the Service Provider; 20.8.2 the modification of the Indemnified Deliverable unless the modification was made or approved by the Service Provider; 20.8.3 the supply by or on behalf of the Authority of any of the materials specified at clause 20.3; or 20.8.4 breach by the Authority of any of the terms of this Agreement shall be jointly owned and/or any licence terms in respect of the Indemnified Deliverable to which the Authority is subject pursuant to the terms of this Agreement. 20.9 If any third party claims that the possession and/or use by the PartiesService Provider of any of the materials provided to the Service Provider as contemplated in clause 20.3 (“the Authority Deliverables”) constitutes an‌ infringement or misappropriation of any Intellectual Property Rights or other right of that third party, unless the Authority shall indemnify keep indemnified and hold harmless the Service Provider (including their respective employees, sub-contractors and agents) and keep the Service Provider indemnified against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a full indemnity basis) and damages awarded by a court of competent jurisdiction or agreed to be paid by way of settlement of such claim provided that: 20.9.1 the Service Provider promptly notifies the Authority of such claim; 20.9.2 the Authority shall, at its own cost and expense, be entitled to control the defence of such claim and any related proceedings or settlement negotiations; and 20.9.3 at the cost and expense of the Authority, the Service Provider takes all reasonable steps to co-operate with the Authority in the defence or settlement of such claim. 20.10 The Authority shall not be liable under clause 20.9 or otherwise agreed in writing. The Client grants for any infringement: 20.10.1 caused by the Outsourcer a limitedcombination of the relevant the Authority Deliverables with other products, non-exclusivedata, non-transferable, royalty-free license to or information not supplied by the Authority; 20.10.2 caused by any use by the Client’s intellectual property solely Service Provider of any the Authority Deliverables other than strictly for the purpose of the Service Provider performing the Outsourced Services under this Agreement. This license is strictly for internal use and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to Agreement; or 20.10.3 caused by breach by the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on the other Party’s intellectual property without obtaining prior written consent. Use Service Provider of any of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration terms of this Agreement. 20.11 If any of the Authority Deliverables become the subject of any claim as described in clause 20.9 and, ensuring that all rights and restrictions relating to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of such claim, a court of competent jurisdiction grants an injunction preventing the Recipient's breach TfL Group’s and/or the Service Provider’s use of any such the Authority Deliverables or there is substantial risk of such injunction being granted or the claim is settled on the basis that the Authority Deliverables cannot be used, the Authority shall at its expense as soon as possible following (and in any event within thirty (30) days of) such event occurring: 20.11.1 obtain for the Service Provider the right to continue to possess and/or use the relevant the Authority Deliverables; 20.11.2 with all such assistance from the Service Provider (including the provision of Additional Services) as may be agreed in accordance with clause 32, replace or modify the relevant the Authority Deliverables so that it becomes non-infringing without detracting from the functionality or performance of the Authority Deliverables so as to prevent the Service Provider from complying with its obligations under this Agreement; or 20.11.3 if it is not commercially reasonable to perform either of the above options, the Authority and the Service Provider shall cease use of the infringing the Authority Deliverables in which case the parties’ representatives shall meet and, in good faith, explore all possible amendments to the Services which are required as a result of such cessation of use. Any such amendments shall be considered and (where applicable) agreed in accordance with clause 32. 20.12 The Service Provider shall ensure that all royalties, licence fees or similar expenses in respect of all Third Party IPR used in connection with this Agreement have been paid and no such amounts shall be payable by the Authority or any TfL Group Member except to the extent such amounts are included within the Charges. 20.13 This clause 19.3 shall survive termination of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential InformationAgreement.

Intellectual Property Rights. All intellectual property rights in materials, specifications, designs, trademarks, and proprietary information provided by the Client 8.1. Each party shall remain the exclusive property owner of all IP owned by it before the Client. All intellectual property rights in processes, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection start of its relationship with the Outsourced Services under this Agreement other party independently or created outside the scope of such relationship (“Background IP”). The Buyer shall remain the exclusive property owner of IP, whether existing or future, relating to or created in the course of the OutsourcerSupplier’s performance of its obligations under the Agreement//UPA/SoW/PWO/Purchase Order and as such Supplier shall assign and shall procure that all third parties assign to the Buyer with full title guarantee, the IP rights in the deliverables, including any customisations to the Products/Services, but excluding the Supplier’s Background IP. Any intellectual property developed jointly by the Parties specifically for the purposes Where assignment of this Agreement title is not legally feasible, Supplier hereby grants and shall be jointly owned by the Partiesprocure that all third parties grant to Unilever/Buyer, unless otherwise agreed in writing. The Client grants the Outsourcer a limitedworld-wide, perpetual, irrevocable, non-exclusive, non-transferableassignable, royalty-free license licence (with full right to use sublicense) to use, reproduce, exploit, modify, alter or integrate the Client’s intellectual property solely for the purpose of performing the Outsourced Products/Services without restriction. For all copyright work created under this Agreement, Supplier shall complete and maintain a copyright record form containing all necessary information including the author, work, date and place. 8.2. This license is strictly Each Supplier shall permit the use of its and its affiliates' Background IP, to the extent reasonably necessary in order for internal use any UGC and its respective suppliers, copackers and repackers to support utilize customized IP owned or licensed by any UGC (“Unilever IP“) under the execution of Agreement to make, use, modify, incorporate, develop or supply the agreed deliverablesProducts/Services. 8.3. The Outsourcer grants the Client a limited license to use Supplier; (a) shall supply all Products/Services that require Unilever IP exclusively for each Buyer and (b) shall not and shall procure that its affiliates do not supply such Products/Services or any Outsourcer Intellectual Property components that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill its obligations under this Agreement and solely for purposes directly related to the Outsourced Services provided. Neither Party shall modify, adapt, decompile, reverse-engineercontain Unilever IP (or any products which embody any Unilever IP) to, or create derivative works based on the permit them to be provided, distributed or sold, directly or indirectly, to any person other than a UGC or a third party nominated by a UGC, including co-manufacturers, copackers and repackers ("Third Party’s intellectual property without obtaining prior written consent"). Use of the other Party’s intellectual property for No Supplier shall sell, market or distribute any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use lookalikes, counterfeit, defective or surplus products containing or embodying any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materialsUnilever IP. 8.4. The provisions Supplier shall ensure all defective, obsolete or excess materials containing Unilever IP are rendered unsuitable for usage. The Supplier shall provide evidence of compliance with this Section shall survive the termination or expiration of this Agreement, ensuring that all rights and restrictions relating provision to intellectual property continue to be enforced. From time to time during the duration of this Agreement, either Party (as the "Discloser") may disclose or make available to the other Party (as the "Recipient"), non-public, proprietary, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential Buyer when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Informationrequired.

Intellectual Property Rights. All 5.1 The intellectual property rights held originally or obtained during the term of this Agreement by Party B, including the intellectual property rights to the work achievement created during the provision of the Services, shall be owned by Party B. 5.2 Since Party A’s Business is dependent on the Services to be provided by Party B hereunder, in respect of the intellectual property rights to the business developed by Party A based on the Services, Party A agrees that: (1) if the intellectual property rights to such business are obtained by Party A upon the entrustment of Party B or through the cooperation between Party A and Party B, the ownership and the application right related to relevant intellectual property rights shall be vested in Party B. (2) if relevant intellectual property rights to the business are developed and obtained by Party A independently, the ownership shall be vested in Party A, provided that (A) Party A promptly notifies Party B of the details of such intellectual property rights and provides relevant information reasonably requested by Party B; (B) if Party A intends to license or transfer relevant intellectual property rights to the business, Party A shall first transfer such intellectual property rights to Party B or grant an exclusive license to Party B on such intellectual property rights subject to the mandatory provisions of the PRC laws, and Party B may use such intellectual property rights to the extent of the transfer or license (however, Party B has the right to decide whether to accept such transfer or license); Party A can transfer or license such intellectual property rights to any third party only when Party B waives the priority to purchase such intellectual property rights or waives the exclusive license on the conditions not more favorable than those offered to Party B (including but not limited to the transfer price or license royalty), and shall ensure that the third party will fully comply with and perform the obligations of Party A hereunder; (C) except the circumstance specified in the above Item (B), during the term of this Agreement, Party B has the right to purchase relevant intellectual property rights to the business; then Party A shall agrees to such purchase subject to the mandatory provisions of the PRC laws at the minimum price permitted by the current PRC laws. 5.3 If Party B is granted the exclusive license to use relevant intellectual property rights to the abovementioned business according to Paragraph (2) of Article 5.2 hereof, the following provisions shall apply: (1) The license period shall be no less than five (5) years (starting from the effective date of relevant license agreement); (2) The scope of right under the license shall be as large as possible; (3) During the license period and within the license scope, no other party (including Party A) other than Party B may use or permit others to use such intellectual property rights in materialswhatever forms; (4) Without prejudice to the conditions under Paragraph (3) of Article 5.3, specificationsParty A has the right to decide in its sole discretion to authorize any other third party to use such intellectual property rights; (5) When the license period expires, designs, trademarks, Party B has the right to renew the license agreement and proprietary information provided by the Client Party A shall remain the exclusive property agree to such renewal. The original terms of the Client. All license agreement shall be maintained, except the changes approved by Party B. 5.4 Notwithstanding the provisions of Paragraph (2) of Article 5.2, if relevant intellectual property rights to the business specified in processesthat paragraph can be established only when they are registered according to applicable law, methodologies, software, or proprietary tools developed solely by the Outsourcer in connection with application for registration shall be carried out according to the Outsourced Services under this Agreement shall remain following provisions: (1) If Party A intends to apply for the exclusive property registration of the Outsourcer. Any above intellectual property developed jointly by rights, it shall obtain the Parties specifically prior written consent of Party B. (2) Party A may apply for the purposes registration or transfer the application right to any third party only when Party B waives the right to purchase the right to apply for registration of this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. The Client grants the Outsourcer a limited, non-exclusive, non-transferable, royalty-free license to use the Client’s relevant intellectual property solely for rights to the purpose of performing business. Where Party A transfers the Outsourced Services under this Agreement. This license is strictly for internal use above application right to any third party, Party A shall ensure the third party to fully comply with and to support the execution of the agreed deliverables. The Outsourcer grants the Client a limited license to use any Outsourcer Intellectual Property that is incorporated into the deliverables, solely for the Client’s internal business purposes under this Agreement. Each Party shall use the other Party’s intellectual property only as necessary to fulfill perform its obligations under this Agreement and solely for purposes directly related hereunder. Meanwhile, the conditions on which Party A transfers the application right to the Outsourced Services provided. Neither third party (including but not limited the transfer price) shall not be more favorable than the conditions it offers to Party shall modify, adapt, decompile, reverse-engineer, or create derivative works based on B under Paragraph (3) of Article 5.4. (3) During the other Party’s intellectual property without obtaining prior written consent. Use of the other Party’s intellectual property for any purpose beyond the scope of this Agreement is strictly prohibited. Any third-party intellectual property incorporated in materials provided under this Agreement is subject to its own licensing terms. Each Party represents that it has secured all necessary rights and permissions to use any such third-party materials, and neither Party shall be liable for any claims arising from the unauthorized use of these materials. The provisions of this Section shall survive the termination or expiration term of this Agreement, ensuring that all rights and restrictions relating Party B may request at any time Party A to apply for registration of relevant intellectual property continue rights to be enforcedthe business, and decide in its sole discretion whether to purchase the above application right. From time At the request of Party B, Party A shall transfer the application right to time during Party B subject to the duration mandatory provisions of this Agreement, either the PRC laws at the minimum price permitted by the current PRC laws. Party (as B shall become the "Discloser") may disclose or make available legal owner of relevant intellectual property rights to the business after it obtains the application right and then applies for and completes the registration of such intellectual property rights. 5.5 Each Party undertakes to indemnify the other Party for any and all economic losses incurred by the other Party due to the first Party’s infringement of other’s intellectual property rights (as the "Recipient")including copyright, non-publictrademark, proprietarypatent, and confidential information of Discloser [whether or not marked or labeled as "confidential"/that, if disclosed in writing or other tangible form is clearly labeled as "confidential," or if disclosed orally, is identified as confidential when disclosed and within [NUMBER] days thereafter, is summarized in writing and confirmed as confidential] ("Confidential Information"know-how); provided, however, that Confidential Information does not include any information that: (i) is or becomes generally available to the public other than as a result of the Recipient's breach of this Section 8; (ii) is or becomes available to the Recipient on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information after due inquiry; (iii) was in the Recipient's possession prior to the Discloser's disclosure hereunder; or (iv) was or is independently developed by the Recipient without using any Confidential Information.