Common use of Intellectual and Proprietary Rights Clause in Contracts

Intellectual and Proprietary Rights. 5.1. Whitespace retains all intellectual property rights vested in the Whitespace Services and the Client shall not at any time acquire any rights, title or interest in these intellectual property rights by virtue of any use that the Client may make thereof pursuant to the Agreement. 5.2. The Client will not at any time contest Whitespace’s ownership of the intellectual property rights, nor assist anyone else to do so, nor do anything that would jeopardize or diminish Whitespace’s rights to the Whitespace Service or the value of the intellectual property rights vested therein. 5.3. The Client agrees not to reproduce or otherwise replicate any part of the Whitespace Service for a period of no less than two (2) years after termination of this agreement, unless granted permitted to do so in writing from Whitespace. 5.4. The copyright and all other intellectual property rights of whatever nature in the Whitespace Service shall be and remain vested in Whitespace or the third-party supplier of the software, as the case may be. No title or ownership of any software or any parts thereof shall be transferred to the Client by delivery of the Whitespace Service to the Client or End-Customer unless all fees are paid. 5.5. The Client shall not remove any of Whitespace’s or any third party's notices of copyright or other intellectual property rights contained within the Whitespace Service or other materials, electronic or paper. 5.6. Whitespace hereby assigns to the Client the benefit of any third party's standard obligations in respect of any alleged infringement of intellectual property rights by the Products or Services. 5.7. Whitespace shall defend or, at its option, settle any claim brought against the Client that the Client’s normal use of the Whitespace Service, in the UK and in accordance with this Agreement infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against the Client in respect of such claim and any reasonable costs and expenses incurred by the Client provided that: 5.7.1. The Client notifies Whitespace immediately of any claim or potential claim to which this clause could apply; 5.7.2. the Client shall not make any comment or admission to any third party, or incur any costs or expense, in respect of such claim or potential claim without the prior written consent of Whitespace; 5.7.3. Whitespace is given complete control of such claim and the Client shall provide all information and assistance as Whitespace reasonably requires at Whitespace’s cost, 5.7.4. the Client shall not prejudice the defence of such claim; and 5.7.5. the claim does not arise as a result of any breach by the Client. 5.8. The Client shall promptly notify Whitespace in writing of any allegations of infringement of which it becomes aware and shall not make any admissions without Whitespace’s prior written consent. 5.9. The provisions of this Section 0 shall survive the termination of this Agreement in so far as it relates to events occurring before the date of termination of this Agreement.

Intellectual and Proprietary Rights. 5.16.1. Whitespace retains all intellectual property rights vested in the Whitespace Services and the Client shall not at any time acquire any rights, title or interest in these intellectual property rights by virtue of any use that the Client may make thereof pursuant to the Agreement. 5.26.2. The Client will not at any time contest Whitespace’s ownership of the intellectual property rights, nor assist anyone else to do so, nor do anything that would jeopardize or diminish Whitespace’s rights to the Whitespace Service or the value of the intellectual property rights vested therein. 5.36.3. The Client agrees not to reproduce or otherwise replicate any part of the Whitespace Service for a period of no less than two (2) years after termination of this agreementthe Agreement, unless granted permitted permission to do so in writing from Whitespace. 5.46.4. The copyright and all other intellectual property rights of whatever nature in the Whitespace Service shall be and remain vested in Whitespace or the third-party supplier of the software, as the case may be. No title or ownership of any software or any parts thereof shall be transferred to the Client by delivery of the Whitespace Service to the Client or End-Customer unless all fees are paid. 5.56.5. The Client shall not remove any of Whitespace’s or any third party's notices of copyright or other intellectual property rights contained within the Whitespace Service or other materials, electronic or paper. 5.66.6. Whitespace hereby assigns to the Client the benefit of any third party's standard obligations in respect of any alleged infringement of intellectual property rights by the Products or Services. 5.76.7. Whitespace shall defend or, at its option, settle any claim brought against the Client that the Client’s normal use of the Whitespace Service, in the UK and in accordance with this Agreement these Terms and Conditions infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against the Client in respect of such claim and any reasonable costs and expenses incurred by the Client provided that: 5.7.16.7.1. The Client notifies Whitespace immediately promptly on becoming aware of any claim or potential claim to which this clause could apply; 5.7.26.7.2. the Client shall not make any comment or admission to any third party, or incur any costs or expense, in respect of such claim or potential claim without the prior written consent of Whitespace; 5.7.36.7.3. Whitespace is given complete control of such claim and the Client shall provide all information and assistance as Whitespace reasonably requires at Whitespace’s cost, 5.7.46.7.4. the Client shall not prejudice the defence of such claim; and 5.7.56.7.5. the claim does not arise as a result of any breach by the Client. 5.86.8. The Client shall promptly notify Whitespace in writing of any allegations of infringement of which it becomes aware and shall not make any admissions without Whitespace’s prior written consent. 5.96.9. The provisions of this Section 0 6 shall survive the termination of this the Agreement in so far as it relates to events occurring before the date of termination of this the Agreement.

Intellectual and Proprietary Rights. 5.1. Whitespace retains all intellectual property rights vested in the Whitespace Services and the Client shall not at any time acquire any rights, title or interest in these intellectual property rights by virtue of any use that the Client may make thereof pursuant to the Agreement. 5.2. The Client will not at any time contest Whitespace’s ownership of the intellectual property rights, nor assist anyone else to do so, nor do anything that would jeopardize or diminish Whitespace’s rights to the Whitespace Service or the value of the intellectual property rights vested therein. 5.3. The Client agrees not to reproduce or otherwise replicate any part of the Whitespace Service for a period of no less than two (2) years after termination of this agreement, unless granted permitted to do so in writing from Whitespace. 5.4. The copyright and all other intellectual property rights of whatever nature in the Whitespace Service shall be and remain vested in Whitespace or the third-party supplier of the software, as the case may be. No title or ownership of any software or any parts thereof shall be transferred to the Client by delivery of the Whitespace Service to the Client or End-Customer unless all fees are paid. 5.5. The Client shall not remove any of Whitespace’s or any third party's notices of copyright or other intellectual property rights contained within the Whitespace Service or other materials, electronic or paper. 5.6. Whitespace hereby assigns to the Client the benefit of any third party's standard obligations in respect of any alleged infringement of intellectual property rights by the Products or Services. 5.7. Whitespace shall defend or, at its option, settle any claim brought against the Client that the Client’s normal use of the Whitespace Service, in the UK and in accordance with this Agreement infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against the Client in respect of such claim and any reasonable costs and expenses incurred by the Client provided that: 5.7.1. The Client notifies Whitespace immediately of any claim or potential claim to which this clause could apply; 5.7.2. the Client shall not make any comment or admission to any third party, or incur any costs or expense, in respect of such claim or potential claim without the prior written consent of Whitespace; 5.7.3. Whitespace is given complete control of such claim and the Client shall provide all information and assistance as Whitespace reasonably requires at Whitespace’s cost, 5.7.4. the Client shall not prejudice the defence of such claim; and 5.7.5. the claim does not arise as a result of any breach by the Client. 5.8. The Client shall promptly notify Whitespace in writing of any allegations of infringement of which it becomes aware and shall not make any admissions without Whitespace’s prior written consent. 5.9. The provisions of this Section 0 5 shall survive the termination of this Agreement in so far as it relates to events occurring before the date of termination of this Agreement.