Common use of SUB-LICENCES Clause in Contracts

SUB-LICENCES. Save to the extent (if at all) prohibited or restricted by the owner or licensor of any Third Party Software, Customer shall be entitled to grant one or more sub-licences ("Sub- Licences") of any Right to any Affiliate of Customer who has been identified to and approved by Keyloop in advance in writing ("Sub- Licensee"), such approval not to be unreasonably withheld or delayed, provided always that: 16.4.1 the Sub-Licence is in a form acceptable to Keyloop and is granted for no longer than the unexpired term of the Right less one day; 16.4.2 the Sub-Licence excludes the right for the Sub-Licensee to sub-license, delegate, sub- contract, assign, transfer, charge or otherwise deal in any of the rights or benefits granted thereunder; 16.4.3 the Sub-Licence includes as minimum requirements: 16.4.3.1 obligations and undertakings on the part of the Sub-Licensee which are at least as stringent as the applicable obligations and undertakings contained in the Contract; 16.4.3.2 covenants on the part of the Sub- Licensee at all times (both during and after the Term) to indemnify each Keyloop Person against all Losses incurred by it as a direct or indirect result of the default, alleged default, breach of contract or negligence of the Sub-Licensee; 16.4.3.3 an entitlement on the part of Keyloop to enforce the terms of the Sub-Licence under the Contracts (Rights of Third Parties) Act 1999; 16.4.3.4 the exclusion of all rights, causes of action, counterclaim and set-off on the part of the Sub-Licensee against Keyloop to the fullest extent available by Law; and 16.4.3.5 provisions requiring the automatic termination of the Sub-Licence in the event of: (a) the termination or expiry of the relevant Product or the termination or expiry of the Contract as a whole; or (b) the Sub-Licensee becoming the subject of an Insolvency Event; or (c) the Sub-Licensee ceasing to be an Affiliate of Customer; 16.4.4 if granted in respect of any Third Party Software, the Sub-Licence shall be subject to the terms of any licence agreement as referred to in Condition 7.8; 16.4.5 Customer shall procure that each Sub-Licensee observes and performs the terms and conditions of its Sub-Licence and shall at all times (both during and after the Term) indemnify each Keyloop Person against all Losses incurred by it as a direct or indirect result of any default, alleged default, breach of contract or negligence of the Sub-Licensee; and 16.4.6 Customer agrees to promptly provide Keyloop with a list of its Sub-Licensees and the number of their respective End Users on Keyloop’s reasonable request.

SUB-LICENCES. Save to the extent (if at all) prohibited or restricted by the owner or licensor of any Third Party Software, Customer shall be entitled to grant one or more sub-licences ("Sub- Licences") of any Right to any Affiliate of Customer who has been identified to and approved by Keyloop in advance in writing ("Sub- Licensee"), such approval not to be unreasonably withheld or delayed, provided always that: 16.4.1 the Sub-Licence is in a form acceptable to Keyloop and is granted for no longer than the unexpired term of the Right less one day; 16.4.2 the Sub-Licence excludes the right for the Sub-Licensee to sub-license, delegate, sub- contract, assign, transfer, charge or otherwise deal in any of the rights or benefits granted thereunder; 16.4.3 the Sub-Licence includes as minimum requirements: 16.4.3.1 obligations and undertakings on the part of the Sub-Licensee which are at least as stringent as the applicable obligations and undertakings contained in the Contract; 16.4.3.2 covenants on the part of the Sub- Licensee at all times (both during and after the Term) to indemnify each Keyloop Person against all Losses incurred by it as a direct or indirect result of the default, alleged default, breach of contract or negligence of the Sub-Licensee; 16.4.3.3 an entitlement on the part of Keyloop to enforce the terms of the Sub-Licence under the Contracts (Rights of Third Parties) Act 1999, or any comparable Law in the Territory; 16.4.3.4 the exclusion of all rights, causes of action, counterclaim and set-off on the part of the Sub-Licensee against Keyloop to the fullest extent available by Law; and 16.4.3.5 provisions requiring the automatic termination of the Sub-Licence in the event of: (a) the termination or expiry of the relevant Product or the termination or expiry of the Contract as a whole; or (b) the Sub-Licensee becoming the subject of an Insolvency Event; or (c) the Sub-Licensee ceasing to be an Affiliate of Customer; 16.4.4 if granted in respect of any Third Party Software, the Sub-Licence shall be subject to the terms of any licence agreement as referred to in Condition 7.87.7; 16.4.5 Customer shall procure that each Sub-Licensee observes and performs the terms and conditions of its Sub-Licence and shall at all times (both during and after the Term) indemnify each Keyloop Person against all Losses incurred by it as a direct or indirect result of any default, alleged default, breach of contract or negligence of the Sub-Licensee; and 16.4.6 Customer agrees to promptly provide Keyloop with a list of its Sub-Licensees and the number of their respective End Users on Keyloop’s reasonable request.

SUB-LICENCES. Save to the extent (if at all) prohibited or restricted by the owner or licensor of any Third Party Software, Customer shall be entitled to grant one or more sub-licences ("Sub- Sub-Licences") of any Right to any Affiliate of Customer who has been identified to and approved by Keyloop in advance in writing ("Sub- Licensee"), such approval not to be unreasonably withheld or delayed, provided always that: 16.4.1 the Sub-Licence is in a form acceptable to Keyloop and is granted for no longer than the unexpired term of the Right less one day; 16.4.2 the Sub-Licence excludes the right for the Sub-Sub- Licensee to sub-license, delegate, sub- sub-contract, assign, transfer, charge or otherwise deal in any of the rights or benefits granted thereunder; 16.4.3 the Sub-Licence includes as minimum requirements: 16.4.3.1 obligations and undertakings on the part of the Sub-Licensee which are at least as stringent as the applicable obligations and undertakings contained in the Contract; 16.4.3.2 covenants on the part of the Sub- Sub-Licensee at all times (both during and after the Term) to indemnify each Keyloop Person against all Losses incurred by it as a direct or indirect result of the default, alleged default, breach of contract or negligence of the Sub-Licensee; 16.4.3.3 an entitlement on the part of Keyloop to enforce the terms of the Sub-Licence under the Contracts (Rights of Third Parties) Act 1999; 16.4.3.4 the exclusion of all rights, causes of action, counterclaim and set-off on the part of the Sub-Licensee against Keyloop to the fullest extent available by Law; and 16.4.3.5 provisions requiring the automatic termination of the Sub-Licence in the event of: (a) the termination or expiry of the relevant Product or the termination or expiry of the Contract as a whole; or (b) the Sub-Licensee becoming the subject of an Insolvency Event; or (c) the Sub-Licensee ceasing to be an Affiliate of Customer; 16.4.4 if granted in respect of any Third Party Software, the Sub-Licence shall be subject to the terms of any licence agreement as referred to in Condition 7.87.7; 16.4.5 Customer shall procure that each Sub-Licensee observes and performs the terms and conditions of its Sub-Licence and shall at all times (both during and after the Term) indemnify each Keyloop Person against all Losses incurred by it as a direct or indirect result of any default, alleged default, breach of contract or negligence of the Sub-Licensee; and 16.4.6 Customer agrees to promptly provide Keyloop with a list of its Sub-Licensees and the number of their respective End Users on Keyloop’s reasonable request.