Common use of Licences granted by the Supplier Clause in Contracts

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Services (or substantially equivalent services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Services (or substantially equivalent services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found or there is a change of the Customer’s status pursuant to Clause 33.5.2 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found or there is a change of the Customer’s status pursuant to Clause 33.5.2 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Products and/or Services (or substantially equivalent Products and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 36.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 36.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.236.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 36.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 36.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Products and/or Services (or substantially equivalent Products and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 36.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 36.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 36.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 36.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 36.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found 36.5.1 or there is a change of the Customer’s status pursuant to Clause 33.5.2 36.5.2 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 36.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 36.5.1 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 36.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 36.5.1 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 36.2.3 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Products and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 37.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found Clause 33.5.1 or there is a change of the Customer’s status pursuant to Clause 33.5.2 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should Without prejudice to any other right or remedy of the Customer, if the Supplier become becomes aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 subsist in the Project Specific IPR Items33.2.3, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Services (or substantially equivalent services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Services (or substantially equivalent services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found Clause 33.3 or there is a change of the Customer’s status pursuant to Clause 33.5.2 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Services (or substantially equivalent servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 34.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 34.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.234.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 34.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 34.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Services (or substantially equivalent servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 34.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 34.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 34.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 34.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 34.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found or Clause 34.5.1or there is a change of the Customer’s status pursuant to Clause 33.5.2 34.5.2 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 34.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 34.5.1 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 34.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 34.5.1 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 34.2.3 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 35.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Services (or substantially equivalent servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 38.1.8 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 38.1.8 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.238.1.9, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 38.1.8 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 38.1.8 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Services (or substantially equivalent servicesServices) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 38.1.8 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 33.1.8 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 33.1.8 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 33.1.8 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found Clause 38.1.12 or there is a change of the Customer’s status pursuant to Clause 33.5.2 38.1.13 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 33.1.8 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 38.1.12 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 38.1.12 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 38.1.7 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Services (or substantially equivalent services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 Error: Reference source not found by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 Error: Reference source not found which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 Xxxxxx Xxxxx: Reference source not found (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Services (or substantially equivalent services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 33.3.1. (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 Error: Reference source not found (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found or there is a change of the Customer’s status pursuant to Clause 33.5.2 Error: Reference source not found (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 Error: Reference source not found (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 Error: Reference source not found (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 Error: Reference source not found (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 Error: Reference source not found (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 44.1.9 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 44.1.9 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.244.1.10, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 44.1.9 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 44.1.9 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 44.1.9 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 44.1.8 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 44.1.8 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 44.1.8 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 44.1.8 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found Clause 33.5.1 or there is a change of the Customer’s status pursuant to Clause 33.5.2 44.1.14 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 44.1.8 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 44.1.13 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence materially in accordance with the licence terms set out in Clause 33.3 44.1.8 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 44.1.13 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should Without prejudice to any other right or remedy of the Customer, if the Supplier become becomes aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 subsist in the Project Specific IPR Items44.1.7, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 48.1.13(c) (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Services (or substantially equivalent services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Services (or substantially equivalent services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found or there is a change of the Customer’s status pursuant to Clause 33.5.2 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 35.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 35.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.235.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 35.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 35.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 35.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 35.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 35.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 35.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 35.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found 35.5.1 or there is a change of the Customer’s status pursuant to Clause 33.5.2 35.5.2 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 35.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 35.5.1 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 35.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 35.5.1 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 35.2.3 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 36.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 42.1.9 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 42.1.9 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.242.1.10, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 42.1.9 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 42.1.9 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 42.1.9 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 42.1.8 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 42.1.8 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 42.1.8 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 42.1.8 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found 42.1.13 or there is a change of the Customer’s status pursuant to Clause 33.5.2 42.1.14 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 42.1.8 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 42.1.13 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 42.1.8 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 42.1.13 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 42.1.7 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Goods and/or Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 46.1.13(c) (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Licences granted by the Supplier. Supplier Background IPR The Supplier hereby grants to the Customer a perpetual, royalty-free and non-non- exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function. At any time during the Call Off Contract Period or following the Call Off Expiry Date, the Supplier may terminate a licence granted in respect of the Supplier Background IPR under Clause 33.3.1 by giving thirty (30) days’ notice in writing (or such other period as agreed by the Parties) if there is a Customer Cause which constitutes a material breach of the terms of 33.3.1 which, if the breach is capable of remedy, is not remedied within twenty (20) Working Days after the Supplier gives the Customer written notice specifying the breach and requiring its remedy. In the event the licence of the Supplier Background IPR is terminated pursuant to Clause 33.3.2, the Customer shall: immediately cease all use of the Supplier Background IPR; at the discretion of the Supplier, return or destroy documents and other tangible materials that contain any of the Supplier Background IPR, provided that if the Supplier has not made an election within six (6) months of the termination of the licence, the Customer may destroy the documents and other tangible materials that contain any of the Supplier Background IPR; and ensure, so far as reasonably practicable, that any Supplier Background IPR that is held in electronic, digital or other machine-machine- readable form ceases to be readily accessible (other than by the information technology staff of the Customer) from any computer, word processor, voicemail system or any other device containing such Supplier Background IPR. Customer’s right to sub-license The Customer may sub-license: the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to a third party (including for the avoidance of doubt, any Replacement Supplier) provided that: the sub-licence is on terms no broader than those granted to the Customer; and the sub-licence only authorises the third party to use the rights licensed in Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) for purposes relating to the Services (or substantially equivalent services) or for any purpose relating to the exercise of the Customer’s (or, if the Customer is a Central Government Body, any other Central Government Body’s) business or function; and the rights granted under Clause 33.3.1 (Licence granted by the Supplier: Supplier Background IPR) to any Approved Sub-Licensee to the extent necessary to use and/or obtain the benefit of the Project Specific IPR provided that the sub-licence is on terms no broader than those granted to the Customer. Customer’s right to assign/novate licences The Customer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Where the Customer is a Central Government Body, any change in the legal status of the Customer which means that it ceases to be a Central Government Body shall not affect the validity of any licence granted in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR). If the Customer ceases to be a Central Government Body, the successor body to the Customer shall still be entitled to the benefit of the licences granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR). If a licence granted in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) is novated under Clauses Error: Reference source not found or there is a change of the Customer’s status pursuant to Clause 33.5.2 (both such bodies being referred to as the “Transferee”), the rights acquired by the Transferee shall not extend beyond those previously enjoyed by the Customer. Third Party IPR The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Customer on terms at least equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Customer a licence in accordance with the licence terms set out in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.1 (Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. Licence granted by the Customer The Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Customer Background IPR, the Project Specific IPRs and the Customer Data solely to the extent necessary for providing the Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.: