Common use of INTELLECTUAL PROPERTY RIGHTS (IPR Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS (IPR. 8.1 Each Party keeps ownership of its own Existing IPR. 8.2 Pursuant to clause 2.1 the Contractor gives the Department a non-exclusive, perpetual, royalty-free, irrevocable, transferable UK-wide licence to use, change and sub-license the Contractor’s Existing IPR to enable it to both: 8.2.1 receive and use the Services; 8.2.2 make use of the Services by a Replacement Supplier; and the Department gives the Contractor and it’s Sub-Contractors, if any, a licence to use the Department’s Existing IPR for the purpose of fulfilling its obligations set out in this Contract during the Contract Period. 8.3 Any New IPR created under this Contract will be owned by the Contractor. The Contractor gives the Department a non-exclusive, perpetual, royalty-free, irrevocable, transferable UK-wide licence to use, change and sub-license the Contractor’s Existing IPR and New IPR to enable it to: 8.3.1 receive the Services under this Contract; and 8.3.2 make use of the Services provided by a Replacement Supplier; and 8.3.3 make use of the materials created under this Contract in other services related to, but not limited to, NPQs. 8.4 Where a Party acquires ownership of IPR incorrectly under this Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 8.5 Neither Party has the right to use the other Party’s IPR, including any use of the other Party’s names, logos or trademarks, other than as set out in this clause 8 or as agreed in writing. 8.6 The Contractor shall indemnify the Department against all IPR Claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right. 8.7 The Contractor hereby waives any Moral Rights as defined at Chapter IV of the Copyright, Designs and Patents Act 1988. 8.8 The Contractor warrants: 8.8.1 that the Contractor’s Intellectual Property Rights comprise its own original work including where its Intellectual Property Rights were created by or on behalf of the Contractor; 8.8.2 that the Department’s Intellectual Property Rights have not and will not be copied wholly or in part from any other work or material; 8.8.3 that the use of or exercise by the Contractor of the Department’s Intellectual Property Rights and the Background Intellectual Property will not infringe the rights of any third party; 8.8.4 that the Contractor has not granted or assigned any rights of any nature in the Department’s Intellectual Property Rights to any third party except to its Sub-Contractors as appropriate. 8.9 The Department shall reserve the right to benefit from its investment in developing the [ECF/National Professional Qualifications and support for new head policy/NLE/research]. 8.10 The Contractor shall report to the Department on an annual basis the amount of financial income that is generated through of the sale of content or materials that includes New IPR generated under this Contract. This shall include any financial income from the sale of services or products to Consortium Members or other organisations based in or outside of the United Kingdom (including other governments or authorities who deliver educational services). The Department reserves the right to share in the financial benefit from the Contractor’s commercial or financial arrangements, via a reduction in the Charges and / or through the payment of a dividend. 8.11 The provisions of Schedule 14 (Contractor’s Digital Platform) shall apply in relation to the Intellectual Property Rights in and licensing of Software.

INTELLECTUAL PROPERTY RIGHTS (IPR. 8.1 Each Party keeps ownership of its own Existing IPR. 8.2 Pursuant to clause 2.1 the Contractor gives the Department a non-exclusive, perpetual, royalty-free, irrevocable, transferable UK-wide licence to use, change and sub-license the Contractor’s Existing IPR to enable it to both: 8.2.1 receive and use the Services; 8.2.2 make use of the Services by a Replacement Supplier; and the Department gives the Contractor and it’s Sub-Contractors, if any, a licence to use the Department’s Existing IPR for the purpose of fulfilling its obligations set out in this Contract during the Contract Period. 8.3 Any New IPR created under this Contract will be owned by the Contractor. The Contractor gives the Department a non-exclusive, perpetual, royalty-free, irrevocable, transferable UK-wide licence to use, change and sub-license the Contractor’s Existing IPR and New IPR to enable it to: 8.3.1 receive the Services under this Contract; and 8.3.2 make use of the Services provided by a Replacement Supplier; and 8.3.3 make use of the materials created under this Contract in other services related to, but not limited to, NPQs. 8.4 Where a Party acquires ownership of IPR incorrectly under this Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 8.5 Neither Party has the right to use the other Party’s IPR, including any use of the other Party’s names, logos or trademarks, other than as set out in this clause 8 or as agreed in writing. 8.6 The Contractor shall indemnify the Department against all IPR Claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right. 8.7 The Contractor hereby waives any Moral Rights as defined at Chapter IV of the Copyright, Designs and Patents Act 1988. 8.8 The Contractor warrants: 8.8.1 that the Contractor’s Intellectual Property Rights comprise its own original work including where its Intellectual Property Rights were created by or on behalf of the Contractor; 8.8.2 that the Department’s Intellectual Property Rights have not and will not be copied wholly or in part from any other work or material; 8.8.3 that the use of or exercise by the Contractor of the Department’s Intellectual Property Rights and the Background Intellectual Property will not infringe the rights of any third party; 8.8.4 that the Contractor has not granted or assigned any rights of any nature in the Department’s Intellectual Property Rights to any third party except to its Sub-Contractors as appropriate. 8.9 The Department shall reserve the right to benefit from its investment in developing the [ECF/National Professional Qualifications and support for new head policy/NLE/research]. 8.10 The Contractor shall report to the Department on an annual basis the amount of financial income that is generated through of the sale of content or materials that includes New IPR generated under this Contract. This shall include any financial income from the sale of services or products to Consortium Members or other organisations based in or outside of the United Kingdom (including other governments or authorities who deliver educational services). The Department reserves the right to share in the financial benefit from the Contractor’s commercial or financial arrangements, via a reduction in the Charges and / or through the payment of a dividend. 8.11 The provisions of Schedule 14 (Contractor’s Digital Platform) shall apply in relation to the Intellectual Property Rights in and licensing of Software.

INTELLECTUAL PROPERTY RIGHTS (IPR. 8.1 Each Party keeps ownership of its own Existing IPR. 8.2 Pursuant to clause 2.1 the Contractor gives the Department Customer a non-exclusive, perpetual, royalty-free, irrevocable, transferable UK-wide licence to use, change and sub-license the Contractor’s Existing IPR to enable it to both: 8.2.1 receive and use the Services; 8.2.2 make use of services similar to the Services delivered by a Replacement Supplier; . and the Department Customer gives the Contractor and it’s Sub-Contractors, if any, a licence to use the DepartmentCustomer’s Existing IPR for the purpose of fulfilling its obligations set out in this Contract during the Contract Period. 8.3 Any New IPR created under this Contract will be is owned by the Contractor. The Contractor gives the Department Customer a non-exclusive, perpetual, royalty-free, irrevocable, transferable UK-wide licence to use, change and sub-license the Contractor’s Existing IPR and New IPR to enable it to: 8.3.1 receive the Services under this Contract; and 8.3.2 make use of services similar to the Services provided delivered by a Replacement Supplier; and 8.3.3 make use of the materials created under this Contract in other services related to, but not limited to, NPQs. 8.4 Where a Party acquires ownership of IPR incorrectly under this Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 8.5 Neither Party has the right to use the other Party’s IPR, including any use of the other Party’s names, logos or trademarks, other than as set out in this clause 8 or as agreed in writing. 8.6 The Contractor shall indemnify the Department Customer against all IPR Claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right. 8.7 The Contractor hereby waives any Moral Rights as defined at Chapter IV of the Copyright, Designs and Patents Act 1988. 8.8 The Contractor warrants: 8.8.1 that the Contractor’s Intellectual Property Rights comprise its own original work including where its Intellectual Property Rights were created by or on behalf of the Contractor; 8.8.2 that the DepartmentCustomer’s Intellectual Property Rights have not and will not be copied wholly or in part from any other work or material; 8.8.3 that the use of or exercise by the Contractor Customer of the DepartmentCustomer’s Intellectual Property Rights and the Background Intellectual Property will not infringe the rights of any third party; 8.8.4 that the Contractor has not granted or assigned any rights of any nature in the DepartmentCustomer’s Intellectual Property Rights to any third party except to its Sub-Contractors as appropriateparty. 8.9 The Department shall reserve the right to benefit from its investment in developing the [ECF/National Professional Qualifications and support for new head policy/NLE/research]. 8.10 The Contractor shall report to the Department on an annual basis the amount of financial income that is generated through of the sale of content or materials that includes New IPR generated under this Contract. This shall include any financial income from the sale of services or products to Consortium Members or other organisations based in or outside of the United Kingdom (including other governments or authorities who deliver educational services). The Department reserves the right to share in the financial benefit from the Contractor’s commercial or financial arrangements, via a reduction in the Charges and / or through the payment of a dividend. 8.11 The provisions of Schedule 14 (Contractor’s Digital Platform) shall apply in relation to the Intellectual Property Rights in and licensing of Software.

INTELLECTUAL PROPERTY RIGHTS (IPR. 8.1 14.1 Each Party keeps shall retain ownership of its own Existing IPR. 8.2 Pursuant to clause 2.1 14.2 All Intellectual Property Rights (“IPR”) created in connection with the Contractor supply of the Deliverables under this Contract shall vest in the Supplier who gives the Department Buyer a non-exclusive, perpetual, royalty-free, irrevocable, transferable UK-wide worldwide licence to use, change and sub-license the ContractorSupplier’s Existing IPR to enable it to both: 8.2.1 14.2.1 receive and use the Services;Deliverables; and 8.2.2 14.2.2 make use of the Services deliverables provided by a Replacement Supplier; and . 14.3 Any New IPR created under a Contract is owned by the Department Buyer. The Buyer gives the Contractor and it’s Sub-Contractors, if any, Supplier a licence to use the Department’s any Existing IPR IPRs and New IPRs for the purpose of fulfilling its obligations set out in this Contract during the Contract Period. 8.3 Any New IPR created under this Contract will be owned by the Contractor. The Contractor gives the Department a non-exclusive, perpetual, royalty-free, irrevocable, transferable UK-wide licence to use, change and sub-license the Contractor’s Existing IPR and New IPR to enable it to: 8.3.1 receive the Services under this Contract; and 8.3.2 make use of the Services provided by a Replacement Supplier; and 8.3.3 make use of the materials created under this Contract in other services related to, but not limited to, NPQs. 8.4 14.4 Where a Party acquires ownership of IPR IPRs incorrectly under this Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 8.5 14.5 If there is an IPR Claim, the Supplier indemnifies CCS and each Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result. 14.6 If an IPR Claim is made or anticipated the Supplier must at its own expense and the Buyer’s sole option, either: 14.6.1 obtain for Buyer the rights in Clause 14.1 to 14.3 without infringing any third party IPR; or 14.6.2 replace or modify the relevant item with substitutes that don’t infringe IPR without adversely affecting the functionality or performance of the Deliverables. 14.7 Neither Party has the right to use the other Party’s IPRIPRs, including any use of the other Party’s names, names, logos or trademarks, other than trademarks except as set out in this clause 8 provided by Clause 14 or as otherwise agreed in writing. 8.6 The Contractor shall indemnify the Department against all IPR Claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason 14.8 In spite of any infringement or alleged infringement (including other provisions of a Contract and for the defence avoidance of such alleged infringement) doubt, award of a Contract by the Buyer and placement of any Intellectual Property Right. 8.7 The Contractor hereby waives any Moral Rights as defined at Chapter IV contract task under it does not constitute an authorisation by the Crown under Sections 55 and 56 of the Copyright, Designs and Patents Act 1988. 8.8 The Contractor warrants: 8.8.1 that the Contractor’s Intellectual Property Rights comprise its own original work including where its Intellectual Property Rights were created by 1977 or on behalf Section 12 of the Contractor; 8.8.2 Registered Designs Act 1949. The Supplier acknowledges that the Department’s Intellectual Property Rights have not and will not be copied wholly or in part from any other work or material; 8.8.3 that the use of or exercise authorisation by the Contractor of Buyer under its statutory powers must be expressly provided in writing, with reference to the Department’s Intellectual Property Rights acts authorised and the Background Intellectual Property will not infringe the rights of any third party; 8.8.4 that the Contractor has not granted or assigned any rights of any nature in the Department’s Intellectual Property Rights to any third party except to its Sub-Contractors as appropriatespecific IPR involved. 8.9 The Department shall reserve the right to benefit from its investment in developing the [ECF/National Professional Qualifications and support for new head policy/NLE/research]. 8.10 The Contractor shall report to the Department on an annual basis the amount of financial income that is generated through of the sale of content or materials that includes New IPR generated under this Contract. This shall include any financial income from the sale of services or products to Consortium Members or other organisations based in or outside of the United Kingdom (including other governments or authorities who deliver educational services). The Department reserves the right to share in the financial benefit from the Contractor’s commercial or financial arrangements, via a reduction in the Charges and / or through the payment of a dividend. 8.11 The provisions of Schedule 14 (Contractor’s Digital Platform) shall apply in relation to the Intellectual Property Rights in and licensing of Software.