Common use of Confidentiality and Intellectual Property Clause in Contracts

Confidentiality and Intellectual Property. 6.1 Each party must keep confidential all of the Confidential Information of the other party and must not, without the prior written approval of the other party, disclose or use the other party’s Confidential Information, except as strictly required for the purposes of performing the Agreement. 6.2 Clause 6.1 does not apply to Confidential Information that is: (a) in the public domain, other than as a result of a breach of the Agreement; (b) already known by the recipient at the time of disclosure; or (c) received by the recipient from a source other than the discloser in circumstances where such source is entitled to disclose it. 6.3 Notwithstanding clause 6.1, the recipient of the other party’s Confidential Information (“Recipient”) may disclose that Confidential Information: (a) to the Recipient’s personnel or professional advisors as required to perform the Agreement, provided, however, the person to whom the Confidential Information is disclosed is subject to confidentiality obligations no less restrictive than those contained in the Agreement; or (b) if legally required to be disclosed by the Recipient, provided, however, that the Recipient only discloses the minimum amount of information necessary to comply with the obligation, and notifies the other party as soon as possible after becoming aware that the Recipient is required to disclose the Confidential Information. 6.4 Intellectual Property comprised in the Services and any other equipment or materials used by Interactive to provide the Services are, and remain, owned exclusively by Interactive and / or its third-party service providers. 6.5 Subject to clause 6.6, all right, title and interest in any content and data generated solely by the Customer as a direct result of using the Services is retained by the Customer. 6.6 If any additional third-party software or applications are required to receive the Services, unless otherwise specified in a Statement of Work the Customer is responsible for procuring the rights to such items and for any configuration, interoperability issues, maintenance and storage of the third-party software. 6.7 Unless explicitly stated, nothing in the Agreement is intended to give a party any Intellectual Property rights in, or other rights with respect to, any trademark, copyright, business name, logo, trading style, process, methodology or other Intellectual Property of the other party.

Confidentiality and Intellectual Property. 6.1 5.1 Each party must keep confidential all of the Confidential Information of the other party and must not, without the prior written approval of the other party, disclose or use the other party’s Confidential Information, except as strictly required for the purposes of performing the Agreement. 6.2 5.2 Clause 6.1 5.1 does not apply to Confidential Information that is: (a) in the public domain, other than as a result of a breach of the Agreement; (b) already known by the recipient at the time of disclosure; or (c) received by the recipient from a source other than the discloser in circumstances where such source is entitled to disclose it. 6.3 5.3 Notwithstanding clause 6.15.1, the recipient of the other party’s Confidential Information (“Recipient”) may disclose that Confidential Information: (a) to the Recipient’s personnel or professional advisors as required to perform the Agreement, provided, however, the person to whom the Confidential Information is disclosed is subject to confidentiality obligations no less restrictive than those contained in the Agreement; or (b) if legally required to be disclosed by the Recipient, provided, however, that the Recipient only discloses the minimum amount of information necessary to comply with the obligation, and notifies the other party as soon as possible after becoming aware that the Recipient is required to disclose the Confidential Information. 6.4 5.4 Intellectual Property comprised in the Services and any other equipment or materials used by Interactive to provide the Services are, and remain, owned exclusively by Interactive and / or its third-party service providers. 6.5 5.5 Subject to clause 6.65.3, all right, title and interest in any content and data generated solely by the Customer as a direct result of using the Services is retained by the CustomerCustomer and the Customer grants Interactive a non-exclusive, royalty- free licence to use the content and data to perform the Services. 6.6 5.6 If any additional third-party software or applications are required to receive the Services, unless otherwise specified in a Statement of Work the Customer is responsible for procuring the rights to such items and for any configuration, interoperability issues, maintenance and storage of the third-party software. 6.7 5.7 Unless explicitly stated, nothing in the Agreement is intended to give a party any Intellectual Property rights in, or other rights with respect to, any trademark, copyright, business name, logo, trading style, process, methodology or other Intellectual Property of the other party.

Confidentiality and Intellectual Property. 6.1 11.1 Each party must keep confidential all of the Confidential Information of the other party and must not, without the prior written approval of the other party, disclose or use the other party’s Confidential Information, except as strictly required for the purposes of performing the Agreement. 6.2 11.2 Clause 6.1 11.1 does not apply to Confidential Information that is: (a) in the public domain, other than as a result of a breach of the Agreement; (b) already known by the recipient at the time of disclosure; or (c) received by the recipient from a source other than the discloser in circumstances where such source is entitled to disclose it. 6.3 11.3 Notwithstanding clause 6.111.1, the recipient of the other party’s Confidential Information (“Recipient”) may disclose that Confidential Information: (a) to the Recipient’s personnel or professional advisors as required to perform the Agreement, provided, however, the person to whom the Confidential Information is disclosed is subject to confidentiality obligations no less restrictive than those contained in the Agreement; or (b) if legally required to be disclosed by the Recipient, provided, however, that the Recipient only discloses the minimum amount of information necessary to comply with the obligation, and notifies the other party as soon as possible after becoming aware that the Recipient is required to disclose the Confidential Information. 6.4 11.4 Intellectual Property comprised in the Services and any other equipment or materials used by Interactive to provide the Services are, and remain, owned exclusively by Interactive and / or its third-party service providers. 6.5 11.5 Subject to clause 6.611.3, all right, title and interest in any content and data generated solely by the Customer as a direct result of using the Services is retained by the CustomerCustomer and the Customer grants Interactive a non-exclusive, royalty- free licence to use the content and data to perform the Services. 6.6 11.6 If any additional third-party software or applications are required to receive the Services, unless otherwise specified in a Statement of Work the Customer is responsible for procuring the rights to such items and for any configuration, interoperability issues, maintenance and storage of the third-party software. 6.7 11.7 Unless explicitly stated, nothing in the Agreement is intended to give a party any Intellectual Property rights in, or other rights with respect to, any trademark, copyright, business name, logo, trading style, process, methodology or other Intellectual Property of the other party.

Confidentiality and Intellectual Property. 6.1 Each party must keep confidential all of the Confidential Information of the other party and must not, without the prior written approval of the other party, disclose or use the other party’s Confidential Information, except as strictly required for the purposes of performing the Agreement. 6.2 Clause 6.1 does not apply to Confidential Information that is: (a) in the public domain, other than as a result of a breach of the Agreement; (b) already known by the recipient at the time of disclosure; or (c) received by the recipient from a source other than the discloser in circumstances where such source is entitled to disclose it. 6.3 Notwithstanding clause 6.1, the recipient of the other party’s Confidential Information (“Recipient”) may disclose that Confidential Information: (a) to the Recipient’s personnel Personnel or professional advisors as required to perform the Agreement, provided, however, the person to whom the Confidential Information is disclosed is subject to confidentiality obligations no less restrictive than those contained in the Agreement; or (b) if legally required to be disclosed by the Recipient, provided, however, that the Recipient only discloses the minimum amount of information necessary to comply with the obligation, and notifies the other party as soon as possible after becoming aware that the Recipient is required to disclose the Confidential Information. 6.4 Intellectual Property comprised in the Services and any other equipment or materials used by Interactive to provide the Services are, and remain, owned exclusively by Interactive and / or its third-party service providers. 6.5 Subject to clause 6.66.4, all right, title and interest in any content and data generated solely by the Customer as a direct result of using the Services is retained by the CustomerCustomer and the Customer grants Interactive a non-exclusive, royalty-free licence to use the content and data to perform the Services. 6.6 If any additional third-party software or applications are required to receive the Services, unless otherwise specified in a Statement of Work the Customer is responsible for procuring the rights to such items and for any configuration, interoperability issues, maintenance and storage of the third-party software. 6.7 Unless explicitly stated, nothing in the Agreement is intended to give a party any Intellectual Property rights in, or other rights with respect to, any trademark, copyright, business name, logo, trading style, process, methodology or other Intellectual Property of the other party.

Confidentiality and Intellectual Property. 6.1 12.1 Each party must keep confidential all of the Confidential Information of the other party and must not, without the prior written approval of the other party, disclose or use the other party’s Confidential Information, except as strictly required for the purposes of performing the Agreement. 6.2 12.2 Clause 6.1 12.1 does not apply to Confidential Information that is: (a) in the public domain, other than as a result of a breach of the Agreement; (b) already known by the recipient at the time of disclosure; or (c) received by the recipient from a source other than the discloser in circumstances where such source is entitled to disclose it. 6.3 12.3 Notwithstanding clause 6.112.1, the recipient of the other party’s Confidential Information (“Recipient”) may disclose that Confidential Information: (a) to the Recipient’s personnel or professional advisors as required to perform the Agreement, provided, however, the person to whom the Confidential Information is disclosed is subject to confidentiality obligations no less restrictive than those contained in the Agreement; or (b) if legally required to be disclosed by the Recipient, provided, however, that the Recipient only discloses the minimum amount of information necessary to comply with the obligation, and notifies the other party as soon as possible after becoming aware that the Recipient is required to disclose the Confidential Information. 6.4 12.4 Intellectual Property comprised in the Services and any other equipment or materials used by Interactive to provide the Services are, and remain, owned exclusively by Interactive and / or its third-party service providers. 6.5 12.5 Subject to clause 6.612.3, all right, title and interest in any content and data generated solely by the Customer as a direct result of using the Services is retained by the CustomerCustomer and the Customer grants Interactive a non-exclusive, royalty-free licence to use the content and data to perform the Services. 6.6 12.6 If any additional third-party software or applications are required to receive the Services, unless otherwise specified in a Statement of Work the Customer is responsible for procuring the rights to such items and for any configuration, interoperability issues, maintenance and storage of the third-party software. 6.7 12.7 Unless explicitly stated, nothing in the Agreement is intended to give a party any Intellectual Property rights in, or other rights with respect to, any trademark, copyright, business name, logo, trading style, process, methodology or other Intellectual Property of the other party.

Confidentiality and Intellectual Property. 6.1 Each party must will keep confidential all and will ensure that its employees and sub-contractors keep confidential and will not use (except as required for performance of the Confidential Information of this Agreement) any information, documents or materials which are disclosed by the other party in the course of performance of this Agreement and must not, without which are expressly identified as confidential or which ought reasonably to be regarded by the prior written approval of the other party, disclose or use the other party’s Confidential Information, except recipient as strictly required for the purposes of performing the Agreementconfidential. 6.2 Clause 6.1 does shall not apply to Confidential Information that isinformation or knowledge which: (a) 6.2.1 has become public knowledge otherwise than through any unauthorised disclosure; 6.2.2 was already in the public domain, other than as a result possession of a the recipient from an independent third party without breach of the Agreementany obligation of confidentiality; (b) already known 6.2.3 has been independently developed by the recipient at the time of disclosurerecipient; or (c) received by the recipient from a source other than the discloser in circumstances where such source 6.2.4 is entitled to disclose it. 6.3 Notwithstanding clause 6.1, the recipient of the other party’s Confidential Information (“Recipient”) may disclose that Confidential Information: (a) to the Recipient’s personnel or professional advisors as required to perform the Agreement, provided, however, the person to whom the Confidential Information is disclosed is subject to confidentiality obligations no less restrictive than those contained in the Agreement; or (b) if legally required to be disclosed by law. 6.3 The Customer acknowledges and agrees that Spica and/or its licensors own all Intellectual Property Rights in the RecipientDeliverables (other than third party Hardware). Except as expressly stated in the Agreement, providedthe Agreement does not grant the Customer any rights to, howeveror in, that patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Recipient only discloses the minimum amount of information necessary to comply with the obligation, and notifies the other party as soon as possible after becoming aware that the Recipient is required to disclose the Confidential InformationDeliverables or any related documentation. 6.4 Intellectual Property comprised Spica confirms that it has all the rights in relation to the Services and any other equipment or materials used by Interactive Deliverables that are necessary to provide grant all the Services arerights it purports to grant under, and remainin accordance with, owned exclusively by Interactive and / or its third-party service providersthe terms of the Agreement. 6.5 Subject to clause 6.6, all right, title and interest in Spica will indemnify the Customer against any content and data generated solely loss or damage suffered or incurred by the Customer as a direct result of any claim by a third party that the Deliverables infringe the Intellectual Property Rights of any third party. In order for this indemnity to apply: 6.5.1 the Customer must notify Spica as soon as the Customer becomes aware of a claim and provide Spica with as much information as the Customer can in relation to it; 6.5.2 the Customer must not make any admissions in relation to the claim without obtaining ▇▇▇▇▇’s prior permission; and 6.5.3 if ▇▇▇▇▇ asks the Customer to do so, the Customer must let ▇▇▇▇▇ take over dealing with the claim on the Customer's behalf. 6.6 This indemnity will not apply to any claim: 6.6.1 that arises in relation to any changes to the Deliverables which have not been made by Spica; or 6.6.2 arising from the use of data (third party or internal) provided by the Customer to Spica and then used by the Customer in the provision of the Deliverables. 6.7 In the defence or settlement of any claim, Spica may procure the right for the Customer to continue using the Services is retained by Deliverables replace or modify the Deliverables so that it becomes non- infringing or, if in Spica’s opinion such remedies are not reasonably available, terminate this Agreement on seven Business Days’ notice to the Customer without any additional liability to the Customer. 6.6 If any additional third-party software or applications are required to receive the Services, unless otherwise specified in a Statement of Work the Customer is responsible for procuring the rights to such items and for any configuration, interoperability issues, maintenance and storage of the third-party software. 6.7 Unless explicitly stated, nothing in the Agreement is intended to give a party any Intellectual Property rights in, or other rights with respect to, any trademark, copyright, business name, logo, trading style, process, methodology or other Intellectual Property of the other party.

Confidentiality and Intellectual Property. 6.1 12.1 Each party must keep confidential all of the Confidential Information of the other party and must not, without the prior written approval of the other party, disclose or use the other party’s Confidential Information, except as strictly required for the purposes of performing the Agreement. 6.2 12.2 Clause 6.1 12.1 does not apply to Confidential Information that is: (a) in the public domain, other than as a result of a breach of the Agreement; (b) already known by the recipient at the time of disclosure; or (c) received by the recipient from a source other than the discloser in circumstances where such source is entitled to disclose it. 6.3 12.3 Notwithstanding clause 6.112.1, the recipient of the other party’s Confidential Information (“Recipient”) may disclose that Confidential Information: (a) to the Recipient’s personnel or professional advisors as required to perform the Agreement, provided, however, the person to whom the Confidential Information is disclosed is subject to confidentiality obligations no less restrictive than those contained in the Agreement; or (b) if legally required to be disclosed by the Recipient, provided, however, that the Recipient only discloses the minimum amount of information necessary to comply with the obligation, and notifies the other party as soon as possible after becoming aware that the Recipient is required to disclose the Confidential Information. 6.4 12.4 Intellectual Property comprised in the Services and any other equipment or materials used by Interactive to provide the Services are, and remain, owned exclusively by Interactive and / or its third-party service providers. 6.5 12.5 Subject to clause 6.612.3, all right, title and interest in any content and data generated solely by the Customer as a direct result of using the Services is retained by the Customer. 6.6 12.6 If any additional third-party software or applications are required to receive the Services, unless otherwise specified in a Statement of Work the Customer is responsible for procuring the rights to such items and for any configuration, interoperability issues, maintenance and storage of the third-party software. 6.7 12.7 Unless explicitly stated, nothing in the Agreement is intended to give a party any Intellectual Property rights in, or other rights with respect to, any trademark, copyright, business name, logo, trading style, process, methodology or other Intellectual Property of the other party.