Common use of Project Data Clause in Contracts

Project Data. (a) The Authority is to be treated as the owner of Project Data and the parties agree that the Project Data is the property of the Authority. All Intellectual Property Rights in or to the Project Data shall vest in the Authority unconditionally and immediately on their creation. The Subcontractor assigns to the Authority absolutely with full title guarantee (or the title as it holds with limited title guarantee) all right, title and interest (present and future) in any Intellectual Property Rights in the Project Data which may vest in it. (b) The Contractor grants the Subcontractor a royalty-free and non-exclusive licence for the Contract Period to use the Project Data solely to the extent necessary to provide the Services in accordance with this Agreement. (c) The Subcontractor shall: (i) store, copy or use Project Data only to the extent necessary to perform its obligations under this Agreement; (ii) keep the Project Data logically segregated from all other data (including the Subcontractor's own data and the data of any other customer of the Subcontractor); (iii) ensure that the Project Data is accurate (other than Project Data provided to the Subcontractor by the Contractor where the Subcontractor shall use reasonable endeavours to ensure that the Project Data is accurate) and shall preserve the integrity of the Project Data and prevent the corruption or loss of the Project Data; and (iv) to the extent the Project Data is held or processed or both by the Subcontractor, supply the Project Data to the Contractor in the format specified by the Contractor from time to time. (d) The Subcontractor shall not: (i) delete or remove any proprietary notices contained within or relating to the Project Data; (ii) disclose Project Data to any Third Party (other than permitted subcontractors) or any of the Subcontractor's customers without the prior written approval of the Contractor except if required to do so by a Relevant Authority or by any Applicable Law provided it notifies the Contractor in writing that it is required to do so before the disclosure (if permitted to do so by the relevant Applicable Law) or after it has made the disclosure if prior notification is prohibited by the relevant Applicable Law; and (iii) use the Project Data to solicit any business for any of the Subcontractor's products or services, save as expressly permitted under Clauses 20.1(b) or Clause 14. (e) If any part of the Project Data ceases to be required by the Subcontractor for the performance of its obligations under this Agreement and, in any event, on or before the Termination Date, the Subcontractor shall promptly return that Project Data to the Contractor. (f) If any Project Data is corrupted, lost or degraded as a result of the Subcontractor's failure to comply with the Authority ICT Policies or any other breach by the Subcontractor of this Agreement, the Subcontractor shall, without limiting the Contractor's other rights or remedies, at its own cost and expense carry out any remedial action necessary to restore or replace the corrupted, lost or degraded Project Data. (g) In all other circumstances not covered by Clause 20.1(f), if the Project Data is corrupted, lost or degraded, the Contractor shall carry out, so far as it is reasonably capable, those remedial actions which are reasonably necessary to restore Project Data as the Contractor reasonably requires and at the Contractor's cost and expense. (h) If and to the extent the Project Data comprises personal data, this shall be processed always in accordance with Clause 18.2.

Project Data. (a) The Authority is to be treated as the owner of Project Data and the parties agree that the Project Data is the property of the Authority. All Intellectual Property Rights in or to the Project Data shall vest in the Authority unconditionally and immediately on their creation. The Subcontractor assigns to the Authority absolutely with full title guarantee (or the title as it holds with limited title guarantee) all right, title and interest (present and future) in any Intellectual Property Rights in the Project Data which may vest in itData. (b) The Contractor grants the Subcontractor a royalty-free and non-exclusive licence for the Contract Period to use the Project Data solely to the extent necessary to provide the Services in accordance with this Agreement. (c) The Subcontractor shall: (i) store, copy or use Project Data only to the extent necessary to perform its obligations under this Agreement; (ii) keep the Project Data logically segregated from all other data (including the Subcontractor's own data and the data of any other customer of the Subcontractor); (iii) ensure that the Project Data is accurate (other than Project Data provided to the Subcontractor by the Contractor where the Subcontractor shall use reasonable endeavours to ensure that the Project Data is accurate) and shall preserve the integrity of the Project Data and prevent the corruption or loss of the Project Data; and (iv) to the extent the Project Data is held or processed or both by the Subcontractor, supply the Project Data to the Contractor in the format specified by the Contractor from time to time. (d) The Subcontractor Contractor shall not: (i) delete or remove any proprietary notices contained within or relating to the Project Data; (ii) disclose Project Data to any Third Party (other than permitted subcontractors) or any of the Subcontractor's customers without the prior written approval of the Contractor except if required to do so by a Relevant Authority or by any Applicable Law Legislation provided it notifies the Contractor in writing that it is required to do so before the disclosure (if permitted to do so by the relevant Applicable LawLegislation) or after it has made the disclosure if prior notification is prohibited by the relevant Applicable LawLegislation; and (iii) use the Project Data to solicit any business for any of the Subcontractor's products or services, save as expressly permitted under Clauses 20.1(b) or Clause 14. (e) If any part of the Project Data ceases to be required by the Subcontractor for the performance of its obligations under this Agreement and, in any event, on or before the Termination Date, the Subcontractor shall promptly return that Project Data to the Contractor. (f) If any Project Data is corrupted, lost or degraded as a result of the Subcontractor's failure to comply with the Authority ICT Policies or any other breach by the Subcontractor of this Agreement, the Subcontractor shall, without limiting the Contractor's other rights or remedies, at its own cost and expense carry out any remedial action necessary to restore or replace the corrupted, lost or degraded Project Data. (g) In all other circumstances not covered by Clause 20.1(f), if the Project Data is corrupted, lost or degraded, the Contractor shall carry out, so far as it is reasonably capable, those remedial actions which are reasonably necessary to restore Project Data as the Contractor reasonably requires and at the Contractor's cost and expense. (h) If and to the extent the Project Data comprises personal data, this shall be processed always in accordance with Clause 18.2.