Common use of COPYRIGHT AND INTELLECTUAL PROPERTY Clause in Contracts

COPYRIGHT AND INTELLECTUAL PROPERTY. All Background Intellectual Property owned by or licensed to either Party prior to the commencement of this Agreement will remain the property of that Party or the licensor to that Party as appropriate. In consideration of NICE paying for the Project Services the Contractor with full title guarantee assigns or agrees to procure the assignment to NICE of all vested contingent and future Intellectual Property rights and Copyright in any work created as a result of the Project Services to hold to NICE its successors and assigns absolutely throughout the world for the full period of those rights and to any Foreground Intellectual Property which includes, without limitation, any Deliverables (including, but not limited to, documents, reports, publications and all electronic publications including websites) that are supplied to NICE pursuant to this Agreement. Without prejudice to Clause 11.2, the Contractor agrees to do all such things and to sign and execute all such documents and deeds as may reasonably be required in order to perfect, protect or enforce any of the rights granted to NICE pursuant to Clause 11.2. If the Contractor incorporates any copyrightable work or work where the IPR is own by a third party in any work it produces or has produced on its behalf then it shall ensure that appropriate permissions for NICE to use that work are obtained in writing. The NICE Project Manager shall have the right to see such permissions NICE hereby grants to the Contractor a world wide, royalty free, irrevocable licence to : publish in academic journals any part of the Deliverables or any other material containing or relying upon any part of the Deliverables; and use any part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, a licence to grant sub-licences of its rights described in clause 11.4.1 and 11.4.2 at the Contractor's sole cost, acting reasonably, to any person, strictly for such person's own purposes provided that the Contractor shall give NICE prior written notice of the granting of any such sub-licence, to include the identity of the relevant sub-licensee. For the avoidance of doubt, "person" shall include an organisation or association. in all cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any comments and suggestions in respect of such publication. The Contractor shall give proper consideration to any such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or use in any way to NICE and the Contractor shall comply with this requirement;; no reference is made to the Safe Staffing Economics Unit (SSEU) or to the Safe Staffing Economics Unit (SSEU) Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentiality. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property Rights anywhere; it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s performance of the Project assigns his/her Intellectual Property Rights in such material to NICE. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Contractor shall ensure that at the time of any assignment pursuant to Clause 11.7 the relevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the creation of any such work. In publishing any Foreground Intellectual Property arising out of the Project other than any Deliverables, NICE shall make due acknowledgement to the Contractor as joint contributor.

COPYRIGHT AND INTELLECTUAL PROPERTY. All Background Intellectual Property owned by or licensed to either Party prior to the commencement of this Agreement will remain the property of that Party or the licensor to that Party as appropriate. In consideration of NICE paying for the Project Services the Contractor with full title guarantee assigns or agrees to procure the assignment to NICE of all vested contingent and future Intellectual Property rights and Copyright in any work created as a result of the Project Services to hold to NICE its successors and assigns absolutely throughout the world for the full period of those rights and to any Foreground Intellectual Property which includes, without limitation, any Deliverables (including, but not limited to, documents, reports, publications and all electronic publications including websites) that are supplied to NICE pursuant to this Agreement. Without prejudice to Clause 11.2, the Contractor agrees to do all such things and to sign and execute all such documents and deeds as may reasonably be required in order to perfect, protect or enforce any of the rights granted to NICE pursuant to Clause 11.2. If the Contractor incorporates any copyrightable work or work where the IPR is own by a third party in any work it produces or has produced on its behalf then it shall ensure that appropriate permissions for NICE to use that work are obtained in writing. The NICE Project Manager shall have the right to see such permissions NICE hereby grants to the Contractor a world wide, royalty free, irrevocable licence to : publish in academic journals any part of the Deliverables or any other material containing or relying upon any part of the Deliverables; and use any part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, a licence to grant sub-licences of its rights described in clause 11.4.1 and 11.4.2 at the Contractor's sole cost, acting reasonably, to any person, strictly for such person's own purposes provided that the Contractor shall give NICE prior written notice of the granting of any such sub-licence, to include the identity of the relevant sub-licensee. For the avoidance of doubt, "person" shall include an organisation or association. in all cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any comments and suggestions in respect of such publication. The Contractor shall give proper consideration to any such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or use in any way to NICE and the Contractor shall comply with this requirement;; no reference is made to the Safe Staffing Economics Unit (SSEU) Collaborating Centre or to the Safe Staffing Economics Unit (SSEU) Collaborating Centre Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentiality. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property Rights anywhere; it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s performance of the Project assigns his/her Intellectual Property Rights in such material to NICE. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Contractor shall ensure that at the time of any assignment pursuant to Clause 11.7 11.6 the relevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the creation of any such work. In publishing any Foreground Intellectual Property arising out of the Project other than any Deliverables, NICE shall make due acknowledgement to the Contractor as joint contributor.

COPYRIGHT AND INTELLECTUAL PROPERTY. All Background Intellectual Property owned by or licensed to either Party prior to the commencement of this Agreement will remain the property of that Party or the licensor to that Party as appropriate. In consideration of NICE paying for the Project Services the Contractor with full title guarantee assigns or agrees to procure the assignment to NICE of all vested contingent and future Intellectual Property rights and Copyright in any work created as a result of the Project Services to hold to NICE its successors and assigns absolutely throughout the world for the full period of those rights and to any Foreground Intellectual Property which includes, without limitation, any Deliverables (including, but not limited to, documents, reports, publications and all electronic publications including websites) that are supplied to NICE pursuant to this Agreement. Without prejudice to Clause 11.2, the Contractor agrees to do all such things and to sign and execute all such documents and deeds as may reasonably be required in order to perfect, protect or enforce any of the rights granted to NICE pursuant to Clause 11.2. If the Contractor incorporates any copyrightable work or work where the IPR is own by a third party in any work it produces or has produced on its behalf then it shall ensure that appropriate permissions for NICE to use that work are obtained in writing. The NICE Project Manager shall have the right to see such permissions NICE hereby grants to the Contractor a world wide, royalty free, irrevocable licence to : publish in academic journals any part of the Deliverables or any other material containing or relying upon any part of the Deliverables; and use any part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, a licence to grant sub-licences of its rights described in clause 11.4.1 and 11.4.2 at the Contractor's sole cost, acting reasonably, to any person, strictly for such person's own purposes provided that the Contractor shall give NICE prior written notice of the granting of any such sub-licence, to include the identity of the relevant sub-licensee. For the avoidance of doubt, "person" shall include an organisation or association. in all cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any comments and suggestions in respect of such publication. The Contractor shall give proper consideration to any such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or use in any way to NICE and the Contractor shall comply with this requirement;; no reference is made to the Safe Staffing Economics Unit (SSEU) Collaborating Centre or to the Safe Staffing Economics Unit (SSEU) Collaborating Centre Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentiality. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property Rights anywhere; it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s performance of the Project assigns his/her Intellectual Property Rights in such material to NICE. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Contractor shall ensure that at the time of any assignment pursuant to Clause 11.7 11.6 the relevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the creation of any such work. In publishing any Foreground Intellectual Property arising out of the Project other than any Deliverables, NICE shall make due acknowledgement to the Contractor as joint contributor.

COPYRIGHT AND INTELLECTUAL PROPERTY. All Background ▇▇.▇. ▇▇▇▇ as where the parties otherwise agree in writing the Intellectual Property owned Rights in this Panel Vendor Agreement and all documents, records, data and other information produced by or licensed to either Party prior the Panel Vendor as part of the Services shall belong exclusively to the commencement Council and the Panel Vendor shall not make or distribute to any third party any copies of this Panel Vendor Agreement will or the documents, records, data and other information produced by it without the written consent of the Council, which consent of the Council shall be absolutely entitled to withhold. 26.2. The Panel Vendor shall be entitled to make copies of the Panel Vendor Agreement where such copies are required to enable it to perform the Services. 26.3. Any and all Intellectual Property Rights developed under this Panel Vendor Agreement or arising from the provision of the Services by the Panel Vendor shall belong to the Council and the Panel Vendor agrees that it shall execute or cause to be executed all deeds, documents and acts required to vest such Intellectual Property Rights in the Council. Save that all pre-existing intellectual property rights to any information technology, introduced by the Panel Vendor in the performance of the obligations detailed herein shall vest in and remain the property of that Party the Panel Vendor. 26.4. Any and all Intellectual Property Rights which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to any information technology (including software) used by either or both of the licensor to that Party as appropriate. In consideration of NICE paying parties for the Project Services implementation of this Panel Vendor Agreement shall vest in, become and remain the Contractor with full title guarantee assigns property of the Council. 26.5. The Panel Vendor shall indemnify the Council against any claims, liabilities, costs, losses, expenses, proceedings and damages arising out of or agrees to procure the assignment to NICE as a consequence of all vested contingent and future any infringement or alleged infringement of any third party Intellectual Property rights and Copyright Rights in any work created as a result connection with the provision of the Project Services Services. 26.6. Subject to hold to NICE its successors Clause 26.7, the Panel Vendor shall notify the Council of and assigns absolutely throughout conduct any litigation arising from (including all negotiations in connection with) any claims, demands and actions in respect of any infringement or alleged infringement of any Intellectual Property Rights. The Council shall at the world request of the Panel Vendor Agreement afford the Panel Vendor all reasonable assistance for the full period purpose of those rights contesting any such claims, demands and to any Foreground Intellectual Property which includes, without limitation, any Deliverables actions. The Panel Vendor shall reimburse the Council for all costs and expenses (including, but not limited to, documents, reports, publications to legal costs and all electronic publications including websitesdisbursements on a full indemnity basis) that are supplied to NICE pursuant to this Agreementincurred in so doing. 26.7. Without prejudice to Clause 11.2If so requested by the Council, the Contractor agrees to do Panel Vendor shall either: 26.7.1. take all such things and to sign and execute all such documents and deeds steps as may reasonably be required in order necessary to perfect, protect avoid the infringement or enforce any of the rights granted to NICE pursuant to Clause 11.2. If the Contractor incorporates any copyrightable work or work where the IPR is own by a third party in any work it produces or has produced on its behalf then it shall ensure that appropriate permissions for NICE to use that work are obtained in writing. The NICE Project Manager shall have the right to see such permissions NICE hereby grants to the Contractor a world wide, royalty free, irrevocable licence to : publish in academic journals any part of the Deliverables or any other material containing or relying upon any part of the Deliverables; and use any part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, a licence to grant sub-licences of its rights described in clause 11.4.1 and 11.4.2 at the Contractor's sole cost, acting reasonably, to any person, strictly for such person's own purposes provided that the Contractor shall give NICE prior written notice of the granting alleged infringement of any such sub-licence, to include the identity of the relevant sub-licensee. For the avoidance of doubt, "person" shall include an organisation or association. in all cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any comments and suggestions in respect of such publication. The Contractor shall give proper consideration to any such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or use in any way to NICE and the Contractor shall comply with this requirement;; no reference is made to the Safe Staffing Economics Unit (SSEU) or to the Safe Staffing Economics Unit (SSEU) Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentiality. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property Rights anywhereRights; it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are trueor 26.7.2. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created procure such licence as part of the Contractor’s performance of the Project assigns his/her Intellectual Property Rights in such material to NICE. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be circumstances in which, in necessary to continue the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Contractor shall ensure that at the time of any assignment pursuant to Clause 11.7 the relevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the creation of any such work. In publishing any Foreground Intellectual Property arising carrying out of the Project other than any DeliverablesServices without infringement, NICE shall make due acknowledgement on terms which are reasonably acceptable to the Contractor as joint contributorCouncil.

COPYRIGHT AND INTELLECTUAL PROPERTY. All Background 32.1 Subject to Condition 32.2 the Intellectual Property owned Rights in this Contract and all documents, records, data and other information produced by or licensed to either Party prior the Tenderer as part of the Services shall belong exclusively to the commencement Council and the Tenderer shall not make or distribute to any third party any copies of this Agreement will Contract or the documents, records, data and other information produced by it without the written consent of the Authorised Officer, which consent the Authorised Officer shall be absolutely entitled to withhold. 32.2 The Tenderer shall be entitled to make copies of the Contract where such copies are required to enable it to perform the Services. 32.3 Any and all Intellectual Property Rights developed under this Contract or arising from the provision of the Services by the Tenderer shall belong to the Council and the Tenderer agrees that it shall execute or cause to be executed (by authorised staff if necessary) all deeds, documents and acts required to vest such Intellectual Property Rights in the Council. Save that all pre-existing intellectual property rights to any information technology, introduced by the Tenderer in the performance of the obligations detailed herein shall vest in and remain the property of that Party the Tenderer exclusively. 32.4 Any and all Intellectual Property Rights which may arise and/or be developed jointly as a consequence of the provision of the Services, including but not limited to any information technology (including software) used by either or both of the licensor to that Party as appropriate. In consideration of NICE paying Parties for the Project Services implementation of this Contract shall vest in, become and remain the Contractor with full title guarantee assigns property of the Council. 32.5 The Tenderer shall indemnify the Council against any claims, liabilities, costs, losses, expenses, proceedings and damages arising directly out of any infringement or agrees to procure the assignment to NICE alleged infringement of all vested contingent and future any third party Intellectual Property rights and Copyright Rights in any work created connection with the provision of the Services arising as a result of the Project Services Tenderer’ default. 32.6 Subject to hold to NICE its successors Condition 32.7, The Tenderer shall notify the Council of and assigns absolutely throughout conduct any litigation arising from (including all negotiations in connection with) any claims, demands and actions in respect of any infringement or alleged infringement directly by the world Tenderer of any Intellectual Property Rights. The Council shall at the request of the Tenderer, afford the Tenderer all reasonable assistance for the full period purpose of those rights contesting any such claims, demands and to any Foreground Intellectual Property which includes, without limitation, any Deliverables actions. The Tenderer shall reimburse the Council for all costs and expenses (including, but not limited to, documents, reports, publications to legal costs and all electronic publications including websitesdisbursements on a full indemnity basis) that are supplied to NICE pursuant to this Agreement. Without prejudice to Clause 11.2incurred in so doing. 32.7 If so requested by the Council, the Contractor agrees to do Tenderer shall either: 32.7.1 take all such things and to sign and execute all such documents and deeds steps as may reasonably be required in order necessary to perfect, protect avoid the infringement or enforce the alleged infringement of any Intellectual Property Rights; or 32.7.2 procure such licence as may be necessary to continue the carrying out of the rights granted to NICE pursuant to Clause 11.2. If the Contractor incorporates any copyrightable work or work where the IPR is own by a third party in any work it produces or has produced Services without infringement, on its behalf then it shall ensure that appropriate permissions for NICE to use that work terms which are obtained in writing. The NICE Project Manager shall have the right to see such permissions NICE hereby grants reasonably acceptable to the Contractor Council. 32.8 The Tenderer shall act as the bailee of any Service Data which may at any time be in the Tenderer’s possession or under its control and shall store such Service Data safely and separately from any data not relating to the Services and in a world wide, royalty free, irrevocable licence manner which makes it readily identifiable as Service Data relating to : publish in academic journals any part each of the Deliverables or any other material containing or relying upon any part of Services and the Deliverables; Tenderer shall at all times comply with the Data Protection ▇▇▇ ▇▇▇▇ and use any part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, a licence to grant sub-licences of its rights described in clause 11.4.1 Computer ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and 11.4.2 at the Contractor's sole cost, acting reasonably, to any person, strictly for such person's own purposes provided that the Contractor shall give NICE prior written notice the Authorised Officer (and/or persons nominated by him) right of access to premises used by the granting of any such sub-licence, Tenderer to include the identity of the relevant sub-licensee. For the avoidance of doubt, "person" shall include an organisation or association. in all cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any comments and suggestions in respect of such publication. The Contractor shall give proper consideration to any such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or use in any way to NICE and the Contractor shall comply with this requirement;; no reference is made to the Safe Staffing Economics Unit (SSEU) or to the Safe Staffing Economics Unit (SSEU) Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentiality. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property Rights anywhere; it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s monitor performance of the Project assigns his/her Intellectual Property Rights in such material to NICE. It is Services and compliance with the policy of NICE to associate authors with their works wherever practicable. However, there may be circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Contractor shall ensure that at the time of any assignment pursuant to Clause 11.7 the relevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the creation of any such work. In publishing any Foreground Intellectual Property arising out of the Project other than any Deliverables, NICE shall make due acknowledgement to the Contractor as joint contributorLegislation.

COPYRIGHT AND INTELLECTUAL PROPERTY. All Background Intellectual Property owned by or licensed to either Party prior to the commencement of this Agreement will remain the property of that Party or the licensor to that Party as appropriate. In consideration of NICE paying for the Project Services the Contractor with full title guarantee assigns or agrees to procure the assignment to NICE of all vested contingent and future Intellectual Property rights and Copyright in any work created as a result of the Project Services to hold to NICE its successors and assigns absolutely throughout the world for the full period of those rights and to any Foreground Intellectual Property which includes, without limitation, any Deliverables (including, but not limited to, documents, reports, publications and all electronic publications including websites) that are supplied to NICE pursuant to this Agreementrights. Without prejudice to Clause 11.2Error: Reference source not found, the Contractor agrees (subject to NICE being responsible for all reasonable costs and expenses directly incurred by the Contractor as a result of any request by NICE under this Clause 11.1) to do all such things and to sign and execute all such documents and deeds as may reasonably be required in order to perfect, protect or enforce any of the rights granted to NICE pursuant to Clause 11.2Error: Reference source not found. If NICE acknowledges that the Contractor incorporates any copyrightable work or work where the IPR is own by a third party in any work it produces or has produced on its behalf then it shall ensure that appropriate permissions for NICE to use that work are obtained in writing. The NICE Project Manager shall have the right to see such permissions NICE hereby grants to the Contractor a world wide, royalty free, irrevocable licence be free to : publish in academic journals any part of the Deliverables or any other material containing or relying upon any part of the Deliverables; and use any part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, a licence to grant sub-licences of its rights described in clause 11.4.1 and 11.4.2 at the Contractor's sole cost, acting reasonably, to any person, strictly for such person's own purposes provided that the Contractor shall give NICE prior written notice of the granting of any such sub-licence, to include the identity of the relevant sub-licensee. For the avoidance of doubt, "person" shall include an organisation or association. in all cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any comments and suggestions in respect of such publication. The Contractor shall give proper consideration to any such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or use in any way to NICE and the Contractor shall comply with this requirement;; no reference is made to the Safe Staffing Economics Clinical Guidelines Technical Support Unit (SSEU) or to the Safe Staffing Economics Clinical Guidelines Technical Support Unit (SSEU) Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentiality. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property Rights anywhere; it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s performance of the Project assigns his/her Intellectual Property Rights in such material to NICEthe Contractor. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Contractor shall ensure that at the time of any assignment pursuant to Clause 11.7 11.6 the relevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the creation of any such work. In publishing any Foreground Intellectual Property arising out of the Project other than any Deliverables, NICE shall make due acknowledgement to the Contractor as joint contributor. The Contractor and Clinical Guidelines Technical Support Unit Members are required to work with NICE staff in dealing with any media interest on NICE supported projects. The Contractor shall ensure that Clinical Guidelines Technical Support Unit Members comply with this obligation. NICE reserves the right to use data or other material from collaborations, which it funds as part of its publicity activities. All interaction with the media should be channelled through NICE Communications Department. Identifying outputs as supported by NICE Unless the Institute notifies the Contractor to the contrary in writing any Additional Publication shall acknowledge the Institute’s assistance and carry a disclaimer in such form as shall be agreed by the Institute and the Contractor or, in the absence of any agreement, a notice as follows: “This work was undertaken by [name of Clinical Guidelines Technical Support Unit Member(s)] which received funding from the National Institute for Health and Clinical Excellence. The views expressed in this publication are those of the authors and not necessarily those of the Institute.” Both Parties recognise the other Party's public reputation and legal responsibilities. Each Party shall use all reasonable endeavours not to harm or compromise these.

COPYRIGHT AND INTELLECTUAL PROPERTY. All Background Intellectual Property owned by or licensed to either Party prior to the commencement of this Agreement will remain the property of that Party or the licensor to that Party as appropriate. The Contractor recognises that the Intellectual Property and Copyright in any work which is created as a result of the Project Services by the Contractor or its servants, agents, consultants or independent contractors shall belong to NICE. In consideration of NICE paying for the Project Services the Contractor with full title guarantee assigns or agrees to procure the assignment to NICE of all vested contingent and future Intellectual Property rights and Copyright in any work created as a result of the Project Services to hold to NICE its successors and assigns absolutely throughout the world for the full period of those rights and to any Foreground Intellectual Property which includes, without limitation, any Deliverables (including, but not limited to, documents, reports, publications and all electronic publications including websites) that are supplied to NICE pursuant to this Agreement. Without prejudice to Clause 11.2, the Contractor agrees to do all such things and to sign and execute all such documents and deeds as may reasonably be required in order to perfect, protect or enforce any of the rights granted to NICE pursuant to Clause 11.2. If the Contractor incorporates any copyrightable work or work where the IPR is own by a third party in any work it produces or has produced on its behalf then it shall ensure that appropriate permissions for NICE to use that work are obtained in writing. The NICE Project Manager shall have the right to see such permissions NICE hereby grants to the Contractor a world wide, royalty free, irrevocable licence to : publish in academic journals any part of the Deliverables or any other material containing or relying upon any part of the Deliverables; and use any part of the Deliverables or any other material containing or relying upon any part of the Deliverables for teaching purposes, a licence to grant sub-licences of its rights described in clause 11.4.1 and 11.4.2 at the Contractor's sole cost, acting reasonably, to any person, strictly for such person's own purposes provided that the Contractor shall give NICE prior written notice of the granting of any such sub-licence, to include the identity of the relevant sub-licensee. For the avoidance of doubt, "person" shall include an organisation or association. in all cases provided that: prior to such publication or use the Contractor submits the relevant material to NICE for review following which NICE shall respond to the Contractor, such response not to be unreasonably withheld or delayed, with any comments and suggestions in respect of such publication. The Contractor shall give proper consideration to any such comments/ suggestions but shall not be obliged to make consequent amendments to the publication ; the Contractor shall make due acknowledgement of NICE’s funding of the Project giving rise to the publication, save that where NICE has requested amendments to the publication and the Contractor has not incorporated such amendments Contractor, NICE may require that the Contractor make no reference which links such material, its publication or use in any way to NICE and the Contractor shall comply with this requirement;; no reference is made to the Safe Staffing Economics Unit (SSEU) or to the Safe Staffing Economics Unit (SSEU) Members as a body; the Contractor publishes and uses at its own cost; and the Contractor complies with any relevant obligations of confidentialityrights. The Contractor warrants so far as it is aware having made its usual enquiries that in relation to any Foreground Intellectual Property: it does not infringe any copyright of any third party anywhere; it does not violate any existing Intellectual Property Rights anywhere; it does not contain anything offensive, obscene, libellous or otherwise unlawful; and it has taken all reasonable care to ensure that all statements contained within it which purport to be factual are true. In order that the Contractor may fulfil its obligations to NICE under clause 11.2, the Contractor shall ensure that any independent author or part author of any copyrightable material created as part of the Contractor’s performance of the Project assigns his/her Intellectual Property Rights in such material to NICEthe Contractor. It is the policy of NICE to associate authors with their works wherever practicable. However, there may be circumstances in which, in the reasonable opinion of NICE, such association would be impracticable or would place on NICE an undue administrative or other burden or would otherwise be detrimental to NICE. In such circumstances NICE may, at its sole discretion, choose not to make such association. The Contractor shall ensure that at the time of any assignment pursuant to Clause 11.7 11.5 the relevant author agrees that in such circumstances he/she shall not assert or enforce any moral right to be identified as author under the Copyright, Designs and Patents Act 1988. The Contractor shall do this as soon as possible after the creation of any such work. In publishing any Foreground Intellectual Property arising out of the Project other than any Deliverables, NICE shall make due acknowledgement to the Contractor as joint contributor. The Contractor and External Assessment Centre Members are required to work with NICE staff in dealing with any media interest on NICE supported projects. The Contractor shall ensure that External Assessment Centre Members comply with this obligation. NICE reserves the right to use data or other material from collaborations, which it funds as part of its publicity activities. All interaction between the External Assessment Centre and the media should be channelled through NICE Communications Department. Identifying outputs as supported by NICE External Assessment Centres may publish abstracts, papers or reports based on work commissioned by NICE, only with the explicit and prior consent of NICE, which the Institute will not unreasonably withhold. Papers associated with specific pieces of NICE guidance will not normally be published by the external assessment centre before NICE publishes that guidance. Unless the Institute notifies the Contractor to the contrary in writing any Additional Publication shall acknowledge the Institute’s assistance and carry a disclaimer in such form as shall be agreed by the Institute and the Contractor or, in the absence of any agreement, a notice as follows: “This work was undertaken by [name of External Assessment Centre Member(s)] which received funding from the National Institute for Health and Clinical Excellence. The views expressed in this publication are those of the authors and not necessarily those of the Institute.” Both Parties recognise the other Party's public reputation and legal responsibilities. Each Party shall use all reasonable endeavours not to harm or compromise these.