Common use of COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS Clause in Contracts

COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS. 5.1 ‘Deliverable’ means a work produced by Procensol in the course of Services for delivery to Client. Except as noted in Section (5.2) below, Client shall own all right, title and interest in and to the Deliverables, including, without limitation, all intellectual property rights therein. At the request and expense of Client, Procensol shall take such steps as may be necessary or desirable, in Client’s reasonable discretion, in order for Client to secure, or for Procensol to assign, transfer and convey any of the foregoing to Client. To the extent permitted by law, Procensol waives all moral rights in the Deliverables. Upon Client’s request and at Client’s expense, Procensol shall take such further actions as are reasonably necessary to vest full title in the Deliverables to Client (or its nominee). 5.2 Procensol shall retain ownership in any pre-existing proprietary materials that are contained in the Deliverables, provided Procensol specifically identifies such materials in this agreement or subsequent Schedule. Client shall own all pre-existing material (including all intellectual property rights therein) that is not identified in this agreement or subsequent Schedule. To the extent such pre-existing materials are incorporated into the Deliverables and identified in this agreement or subsequent Schedule, Procensol hereby grants to Client an irrevocable, nonexclusive, worldwide, royalty free, transferable license to use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon, such pre-existing materials, and to authorize, or sublicense others to do any, some, or all of the foregoing. 5.3 Procensol will indemnify Client against infringement of third-party rights by a Deliverable, provided that Client notifies Procensol of any relevant third-party rights promptly on such rights becoming known to or suspected by Client. 5.4 Nothing shall prevent Procensol from using techniques, ideas, and other know-how gained during the performance of Services under this Agreement in the furtherance of its own business, to the extent that such does not result in disclosure or abuse of confidential information in breach hereof, or any infringement of any Intellectual Property Rights of Client.

COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS. 5.1 4.1 ‘Deliverable’ means a work produced by Procensol the Service Provider in the course of Services for delivery to the Client. Except as noted It is the Service Provider’s responsibility to clarify with the Client whether in Section (5.2) belowthe interests of saving time and cost any pre- existing works are to be used in the production of any Deliverable. Where, Client shall own all right, title with the knowledge and interest in and to consent of the Deliverables, including, without limitation, all intellectual property rights therein. At the request and expense of Client, Procensol shall take such steps as may be necessary or desirable, in Client’s reasonable discretion, in order for Client to secure, or for Procensol to assign, transfer and convey any of the foregoing to Client. To the extent permitted by law, Procensol waives all moral rights in the Deliverables. Upon Client’s request and at Client’s expense, Procensol shall take such further actions as are reasonably necessary to vest full title in the Deliverables to Client (or its nominee). 5.2 Procensol shall retain ownership in any pre-existing proprietary materials that works are contained incorporated in any Deliverable, the Deliverables, provided Procensol specifically identifies such materials in this agreement or subsequent Schedule. Client shall own all prehas non-existing material (including all intellectual property rights therein) that is not identified in this agreement or subsequent Schedule. To the extent exclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing materials are incorporated into works, but only as part of the Deliverables and identified Deliverable; all other rights in this agreement or subsequent Schedule, Procensol hereby grants to Client an irrevocable, nonexclusive, worldwide, royalty free, transferable license to use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon, such the pre-existing materialsworks are reserved. Subject thereto, all rights in any Deliverable will pass to the Client, and it is the Service Provider’s responsibility to authorizeprovide a formal assignment thereof on request by the Client. 4.2 The Service Provider agrees not to use in their assignment to the Client any confidential, technical or sublicense others to do any, some, business information or all any other intellectual property of any former employer without the prior written approval of the foregoingClient and such former employer. Where, with the knowledge and consent of the Client confidential, technical or business information or any other intellectual property of any former employer are to be used, it is the Service Provider’s responsibility to show that they have permission to use such pre existing works and that where Intellectual Property Rights are concerned, the Client is granted a licence to use this Property by the former employer. 5.3 Procensol will 4.3 It is the Service Provider’s responsibility to indemnify the Client against liability as a result of alleged infringement of third-third party rights by a Deliverable, provided that the Client notifies Procensol the Service Provider of any relevant third-third party rights promptly on such rights becoming known to or suspected by the Client. 5.4 4.4 Nothing shall prevent Procensol the Service Provider from using techniques, ideas, and other know-how gained during the performance of Services under this Agreement a Contract in the furtherance of its own business, to the extent that such does not result in disclosure or abuse of confidential information in breach hereof, or any infringement of any Intellectual Property Rights of the Client.

COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS. 5.1 ‘Deliverable’ means a work produced 4.1 In accordance with established Copyright law, unless explicitly stated, the copyright of all goods and services will be retained by Procensol PI. 4.2 Design Copyright. The Client will have licence to reproduce designs paid for in full and the right to use those designs unaltered in any way in the course normal process of Services for delivery business. The client will not have the right to Clientchange, reverse engineer nor to re-sell the good and services without the specific written permission of PI. Except as noted in Section (5.2) below, Client shall own all right, title Such permission will not be unreasonably withheld. 4.3 Photographic and interest in Illustrative Copyright. Copyright governing photographs and to illustrations is governed by extensive case law. The law makes clear that the Deliverables, including, without limitation, all creative copyright and intellectual property rights thereinof such works remains with the creator of such works in all circumstances. At Public Impact will not provide any warranty against legal proceedings for images supplied by the request Client and expense of Client, Procensol shall take such steps as may be necessary or desirable, in Client’s reasonable discretion, in order for will require the Client to secureindemnify Public Impact against any proceedings under such circumstances. Public Impact will be responsible for securing copyright licence for any images it supplies and sources, or but will not be held responsible for Procensol any infringements of copyright by The Client following the supply of such images. Public Impact will only negotiate purchase of such copyright if specifically requested to assign, transfer and convey any of the foregoing to do so by The Client. To the extent permitted by law, Procensol waives all moral rights in the Deliverables. Upon Client’s request and at Client’s expense, Procensol shall take such further actions as are reasonably necessary to vest full title in the Deliverables to Client (or its nominee). 5.2 Procensol shall retain ownership in any pre-existing proprietary materials that are contained in the Deliverables, provided Procensol specifically identifies such materials in this agreement or subsequent Schedule. Client shall own all pre-existing material (including all 4.4 The copyright and other intellectual property rights thereinin any materials or software (websites, presentation or other electronic media) that is not identified in this agreement created by or subsequent Schedule. To the extent such pre-existing materials are incorporated into the Deliverables and identified in this agreement or subsequent Schedule, Procensol hereby grants licensed to Client an irrevocable, nonexclusive, worldwide, royalty free, transferable license to use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon, such pre-existing materials, and to authorize, or sublicense others to do any, some, or all of the foregoing. 5.3 Procensol will indemnify Client against infringement of third-party rights by a Deliverable, provided that Client notifies Procensol of any relevant third-party rights promptly on such rights becoming known PI prior to or suspected by Client. 5.4 Nothing shall prevent Procensol from using techniques, ideas, and other know-how gained during outside the performance terms of Services under this Agreement (“Pre-Existing Works”) will remain vested in the furtherance of its own business, PI (or PI’s licensor) but to the extent that such does not result in disclosure or abuse of confidential information in breach hereofwork products incorporate Pre-Existing Works, PI hereby grants to the Client, or any infringement will make reasonable efforts to procure the grant to Client of, an irrevocable, non-exclusive, world- wide, royalty free licence to use, copy, modify, distribute and license the use of any such Pre-Existing Works. 4.5 Public Impact Communications Limited Creative Copyright and Intellectual Property Rights to all designs and images, and Author Copyright to all consultancy reports and articles supplied by ▇▇ will remain with PI unless explicitly transferred and may not in any circumstances be presented as having been the creative work of Clientany other party. In any case Public Impact shall retain the right to present its work as its own to other clients and specifically to promote sales and its continuing business.