Common use of Intellectual Property Rights Clause in Contracts

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free royaltyfree licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 13.1 Unless otherwise specified in this the Call-Off Contract, a Party : ● the Buyer will not acquire have any right, title or interest in or right to the Intellectual Property Rights (IPRs) of the other Party Supplier or its Licensorslicensors, including the Supplier Background IPRs and any IPRs in the Supplier Software. ● the Buyer may publish any Deliverable that is software as open source. ● the Supplier will not, without prior written approval from the Buyer, include any Supplier Background IPR or third party IPR in any Deliverable in such a way to prevent its publication and failure to seek prior approval gives the Buyer the right to use all Deliverables. ● the Supplier assigns (by present assignment of future rights to take effect immediately on it coming into existence) to the Buyer with full guarantee (or shall procure assignment to the Buyer), title to and all rights and interest in the Project- Specific IPRs together with and including any documentation, source code and object code comprising the Project-Specific IPRs and all build instructions, test instructions, test scripts, test data, operating instructions and other documents and tools necessary for maintaining and supporting the Project-Specific IPRs. ● the Supplier will not have any right to the Intellectual Property Rights of the Buyer or its licensors, including: ○ the Buyer Background IPRs; ○ the Project-Specific IPRs; ○ IPRs in the Buyer Data. 11.2 13.2 Where either Party acquires, by operation of Law, rights to IPRs that are inconsistent with the allocation of rights set out above, it will assign in writing such IPRs as it has acquired to the other Party. 13.3 Except where necessary for the performance of the Call-Off Contract (and only where the Buyer has given its prior approval), the Supplier will not use or disclose any of the Buyer Background IPRs, Buyer Data or the Project-Specific IPRs to or for the benefit of any third party. 13.4 The Supplier will not include any Supplier Background IPRs or third-party IPRs in any release or Deliverable that is to be assigned to the Buyer under the Call-Off Contract, without approval from the Buyer. 13.5 The Supplier will grant the Buyer (and any replacement Supplier) a perpetual, transferable, sub-licensable, non-exclusive, royalty-free licence to copy, modify, disclose and use the Supplier Background IPRs for any purpose connected with the receipt of the Services that is additional to the rights granted to the Buyer under the Call-Off Contract and to enable the Buyer: ● to receive the Services; ● to make use of the Services provided by the replacement Supplier; and ● to use any Deliverables and where the Supplier is unable to provide such a licence it must meet the requirement by creating new Project-Specific IPR at no additional cost to the Buyer. 13.6 The Buyer grants the Buyer Supplier a non-exclusive, transferablenon-assignable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Buyer Background IPRs, the Buyer Data and the Project-Specific IPRs during the term of the Call-Off Contract for the sole purpose of enabling the Supplier to provide the Services. 13.7 The Buyer gives no warranty as to the suitability of any IPRs licensed to the Supplier hereunder. Any such licence: ● may include the right to grant sub-licences to Subcontractors engaged in providing any of the Services (or part thereof) provided that any such Subcontractor has entered into a confidentiality undertaking with the Supplier on the same terms as in clause 11 (Confidentiality) and that any Background IPRs such subcontracts will be non- transferable and personal to the relevant Subcontractor; and ● is granted solely to the extent necessary for the provision of the Services in accordance with the Call-Off Contract. The Supplier will ensure that the Subcontractors do not use the licensed materials for any other purpose. 13.8 The Supplier will ensure that no unlicensed software or open source software (other than the open source software specified by the Buyer) is interfaced with or embedded within the Project Specific IPRs for the Buyer’s ordinary business activitiesany Buyer Software or Deliverable. 11.3 The 13.9 Before using any third-party IPRs related to the supply of the Services, the Supplier must obtain will submit to the grant Buyer for approval, all details of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and 13.10 Where the Supplier must not is granted permission to use third-party IPRs or Background in a request for approval, the Supplier will ensure that the owner of such third-party IPRs in relation grants to the Project Specific IPRs if it can’t obtain the grant of Buyer a licence acceptable on the terms informed to the BuyerBuyer in the request for approval. 11.5 13.11 If the third-party IPR is made available on terms equivalent to the Open Government Licence v3.0, the request for approval will be agreed and the Supplier will buy licences under these terms. If not, the Supplier shall notify the Buyer in writing giving details of what licence terms can be obtained and other alternatives and no third-party IPRs may be used without Buyer approval in writing. 13.12 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses losses which it may incur at any time from as a result of any claim of infringement or (whether actual alleged infringement of a asserted and/or substantiated and including third party’s IPRs because of the: 11.5.1 party claims) that the rights granted to the Buyer under this in accordance with the Call-Off Contract 11.5.2 Supplier’s Contract or the performance by the Supplier of the provision of the Services 11.5.3 or the possession or use by the Buyer of the Services or Deliverables delivered by the Supplier, including the publication of any Deliverable that is software as open source, infringes or allegedly infringes a third party’s Intellectual Property Rights (an ‘IPR Claim’). 13.13 Clause 13.12 will not apply if the IPR Claim arises from: ● designs supplied by the Buyer; ● the use of data supplied by the Buyer which is not required to be verified by the Supplier under any provision of the Call-Off Contract; or ● other material provided by the Buyer necessary for the provision of the Services. 11.6 13.14 The indemnity given in Clause 13.12 will be uncapped. 13.15 The Buyer will notify the Supplier in writing of the IPR Claim made against the Buyer and the Buyer will not make any admissions which may be prejudicial to the defence or settlement of the IPR Claim. The Supplier will at its own expense conduct all negotiations and any litigation arising in connection with the IPR Claim provided always that the Supplier: ● consults the Buyer on all substantive issues which arise during the conduct of such litigation and negotiations; ● takes due and proper account of the interests of the Buyer; ● considers and defends the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Buyer into disrepute; and ● does not settle or compromise the IPR Claim without the prior approval of the Buyer (such decision not to be unreasonably withheld or delayed). 13.16 If an IPR Claim is made, made (or in the reasonable opinion of the Supplier is likely to be made) in connection with the Call-Off Contract, the Supplier will immediately notify will, at the Buyer in writing and must at its Supplier’s own expense after written and subject to the prompt approval from of the Buyer, either: 11.6.1 use its best endeavours to: ● modify the relevant part of the Services or Deliverables without reducing its their functionality or performance 11.6.2 , or substitute Services or Deliverables of equivalent functionality and or performance, to avoid the infringement or the alleged infringement, as long as provided that there is no additional cost or burden to the Buyer 11.6.3 ; ● buy a licence to use and supply the Services or Deliverables, which are the subject of the alleged infringement, on terms which are acceptable to the Buyer; and ● promptly perform any responsibilities and obligations to do with the Call-Off Contract. 11.7 Clause 11.5 will not apply if the 13.17 If an IPR Claim is from:made (or in the reasonable opinion of the Supplier is likely to be made) against the Supplier, the Supplier will immediately notify the Buyer in writing. 13.18 If the Supplier does not comply with provisions of this Clause within 20 Working Days of receipt of notification by the Supplier from the Buyer under clause 13.15 or receipt of the notification by the Buyer from the Supplier under clause 13.17 (as appropriate), the Buyer may terminate the Call-Off Contract for Material Breach and the Supplier will, on demand, refund the Buyer with all monies paid for the Service or Deliverable that is subject to the IPR Claim. 13.19 The Supplier will have no rights to use any of the Buyer’s names, logos or trademarks without the Buyer’s prior written approval. 13.20 The Supplier will, as an enduring obligation throughout the term of the Call-Off Contract where any software is used in the provision of the Services or information uploaded, interfaced or exchanged with the CCS or Buyer systems, use software and the most up-to-date antivirus definitions from an industry-accepted antivirus software vendor. It will use the software to check for, contain the spread of, and minimise the impact of Malicious Software (or as otherwise agreed between CCS or the Buyer, and the Supplier). 13.21 If Malicious Software is found, the Supplier will co-operate with the Buyer to reduce the effect of the Malicious Software. If Malicious Software causes loss of operational efficiency or loss or corruption of Buyer Data, the Supplier will use all reasonable endeavours to help the Buyer to mitigate any losses and restore the provision of the Services to the desired operating efficiency as soon as possible. 13.22 Any costs arising from the actions of the Buyer or Supplier taken in compliance with the provisions of the above clause, and clause 20.3, will be dealt with by the Buyer and the Supplier as follows: ● by the Supplier, where the Malicious Software originates from the Supplier Software or the Buyer Data while the Buyer Data was under the control of the Supplier, unless the Supplier can demonstrate that such Malicious Software was present and not quarantined or otherwise identified by the Buyer when provided to the Supplier. ● by the Buyer if the Malicious Software originates from the Buyer Software or the Buyer Data, while the Buyer Data was under the control of the Buyer. 13.23 All Deliverables that are software shall be created in a format, or able to be converted into a format, which is suitable for publication by the Buyer as open source software, unless otherwise agreed by the Buyer, and shall be based on open standards where applicable. The Supplier warrants that the Deliverables: ● are suitable for release as open source; ● have been developed using reasonable endeavours to ensure that their publication by the Buyer shall not cause any harm or damage to any party using them; ● do not contain any material which would bring the Buyer into disrepute; ● can be published as open source without breaching the rights of any third party; and ● do not contain any Malicious Software. 13.24 Where Deliverables that are software are written in a format that requires conversion before publication as open source software, the Supplier shall also provide the converted format to the Buyer unless the Buyer agrees in advance in writing that the converted format is not required. 13.25 Where the Buyer has authorised a Supplier request not to make an aspect of the Deliverable open source, the Supplier shall as soon as reasonably practicable provide written details of what will not be made open source and what impact that exclusion will have on the ability of the Buyer to use the Deliverable and Project Specific IPRs going forward as open source. 13.26 The Buyer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to this clause to: ● a Central Government Body; or ● to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Buyer. If the Buyer ceases to be a Central Government Body, the successor body to the Buyer shall still be entitled to the benefit of the licences granted in this clause.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 licensors. The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 . The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 . The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 . The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 Services If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Buyer Clause 11.5 will not apply if the IPR Claim is from:: the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract other material provided by the Buyer necessary for the Services If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in 19.1 Save as expressly granted elsewhere under this Call-Off Contract, a Party will : 19.1.1 the Customer shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Supplier or its licensors, including the Supplier Background IPRs and the Supplier Software; and 19.1.2 the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Customer or its licensors, including: (a) the Customer Background IPRs; (b) the Project Specific IPRs; and (c) IPRs in the Customer Data; 19.2 Where either Party acquires, by operation of Law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in Clause 19.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other Party on the request of the other Party or its Licensors(whenever made). 11.2 19.3 The Supplier shall not, and shall procure that the Supplier Staff shall not, (except when necessary for the performance of this Contract) without Approval (which the Customer shall have the sole and absolute right to grant or deny) use or disclose any of the Customer Background IPR, Customer Data or the Project Specific IPRs to or for the benefit of any third party. 19.4 The Supplier shall not embed any Supplier Background IPRs or third party IPRs in any Release or Deliverable that is to be assigned to the Customer under this Contract without Approval from the Customer. The default position is that this IPR should be assigned to the Customer on terms equivalent to the Open Government Licence terms unless otherwise agreed with the Customer. 19.5 The Supplier hereby grants, or shall procure the direct grant, to the Customer (and to any Replacement Supplier) of a perpetual, transferrable, irrevocable, sub-licensable, non-exclusive, royalty-free licence to copy, modify, disclose and use the Supplier Background IPRs for any purpose connected with the receipt of the Services that is incidental to the exercise of the rights granted to the Customer under this Contract and to enable the Customer: 19.5.1 to receive the Services; and 19.5.2 to make use of the Services provided by the Replacement Supplier. 19.6 The Customer hereby grants to the Buyer Supplier a non-exclusive, transferablenon-assignable, perpetualroyalty-free licence to use the Customer Background IPRs, irrevocablethe Customer Data and the Project Specific IPRs during the Contract Period for the sole purpose of enabling the Supplier to perform its obligations under this Contract and provide the Services. The Customer gives no warranty as to the suitability for the Supplier’s purpose of any IPRs licensed to the Supplier hereunder. Such licence: 19.6.1 includes the right to grant sub-licences to Sub-Contractors engaged in providing or delivering any of the Services (or part thereof) provided that any such Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 21 (Confidentiality) and that any such Sub-contracts shall be non-transferable and personal to the relevant Sub-contractor; and 19.6.2 is granted solely to the extent necessary for the provision of the Services in accordance with this Contract. The Supplier shall not, royalty- free and shall procure that the Sub-Contractors do not, use the licensed materials for any other purpose or for the benefit of any person other than the Customer; 19.7 At the end of the Contract Period, the Customer grants to the Supplier a licence to use the Project Specific IPRs (excluding any Information which is the Customer’s Confidential information or which is subject to the DPA) on the terms set out in the Open Government Licence. 19.8 Subject to Clause 19.9 and any Background IPRs Clause 19.10 the Supplier shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Customer Software or Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply 19.9 Prior to using any third party IPRs in connection with the clause above supply of the Services, the Supplier shall submit all details of such third party IPRs as the Customer may request to the Customer for Approval (“Request for Approval”). 19.10 Where the Supplier is granted permission to use the third party IPRs set out in a Request for Approval, the Supplier shall procure that the owner of such third party IPRs grants to the Customer a licence upon the terms informed to the Customer in the Request for Approval. 19.11 If the third party IPR is made available on terms equivalent to the Open Government Licence the Request for Approval will be agreed and the Supplier must not use third-party IPRs or Background IPRs in relation to will procure licences under these terms. If not, and the Project Specific IPRs if it can’t obtain Customer rejects the grant Request for Approval, then a formal Change of a licence acceptable to the BuyerContract will be required. 11.5 19.12 The Supplier willshall on demand, on written demandduring and after the Contract Period, fully indemnify and keep fully indemnified and hold the Buyer Customer and the Crown for harmless from and against all Losses which it the Customer or the Crown may suffer or incur at any time from (whether before or after the making of a demand pursuant to the indemnity hereunder) as a result of any claim (whether actual alleged asserted and/or substantiated and including third party claims) that the rights granted to the Customer pursuant to this Contract and/or the performance by the Supplier of infringement the provision of the Services and/or the possession or alleged infringement use by the Customer of the Services or Deliverables delivered by the Supplier (as appropriate) infringes or allegedly infringes a third party’s IPRs because of theIntellectual Property Rights (“Claim”) except where the Claim arises from: 11.5.1 rights granted 19.12.1 designs supplied by the Customer; or 19.12.2 the use of data supplied by the Customer which is not required to be verified by the Supplier under any provision of this Contract. 19.13 The Customer shall notify the Supplier in writing of the Claim and the Customer shall not make any admissions which may be prejudicial to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance defence or settlement of the Services 11.5.3 use by Claim. The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with the Buyer Claim provided always that the Supplier: 19.13.1 shall consult the Customer on all substantive issues which arise during the conduct of such litigation and negotiations; 19.13.2 shall take due and proper account of the Servicesinterests of the Customer; 11.6 19.13.3 shall consider and defend the Claim diligently using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute; and 19.13.4 shall not settle or compromise the Claim without Approval (such decision to Approve or not shall not be unreasonably withheld or delayed). 19.14 If an IPR a Claim is made, made in connection with this Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier will shall immediately notify the Buyer in writing and must Customer and, at its own expense after written approval from the Buyerand subject to Approval (such decision to Approve or not shall not be unreasonably withheld or delayed), eitheruse its best endeavours to: 11.6.1 19.14.1 modify the relevant part of the Services and/or the Deliverables without reducing its the functionality or performance of the same, or substitute alternative Services and/or deliverables of equivalent functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, so as to avoid the infringement or the alleged infringement, as long as provided that there is no additional cost or burden to the BuyerCustomer; or 11.6.3 buy 19.14.2 procure a licence to use and supply the Services and/or Deliverables, which are the subject of the alleged infringement, on terms which are acceptable to the BuyerCustomer; and/or 11.7 Clause 11.5 will not apply if 19.14.3 in relation to the IPR Claim performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations and in the event that the Supplier is from:unable to comply with Clauses 19.14.1 or 19.14.2 within twenty

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ⚫ rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ⚫ Supplier’s performance of the Services 11.5.3 ⚫ use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ⚫ modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ⚫ substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ⚫ buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ⚫ the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ⚫ other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 13.1 Unless otherwise specified in this the Call-Off Contract, a Party : the Buyer will not acquire have any right, title or interest in or right to the Intellectual Property Rights (IPRs) of the other Party Supplier or its Licensorslicensors, including the Supplier Background IPRs and any IPRs in the Supplier Software. the Buyer may publish any Deliverable that is software as open source. the Supplier will not, without prior written approval from the Buyer, include any Supplier Background IPR or third party IPR in any Deliverable in such a way to prevent its publication and failure to seek prior approval gives the Buyer the right to use all Deliverables. the Supplier assigns (by present assignment of future rights to take effect immediately on it coming into existence) to the Buyer with full guarantee (or shall procure assignment to the Buyer), title to and all rights and interest in the Project-Specific IPRs together with and including any documentation, source code and object code comprising the Project-Specific IPRs and all build instructions, test instructions, test scripts, test data, operating instructions and other documents and tools necessary for maintaining and supporting the Project-Specific IPRs. the Supplier will not have any right to the Intellectual Property Rights of the Buyer or its licensors, including: the Buyer Background IPRs; the Project-Specific IPRs; IPRs in the Buyer Data. 11.2 13.2 Where either Party acquires, by operation of Law, rights to IPRs that are inconsistent with the allocation of rights set out above, it will assign in writing such IPRs as it has acquired to the other Party. 13.3 Except where necessary for the performance of the Call-Off Contract (and only where the Buyer has given its prior approval), the Supplier will not use or disclose any of the Buyer Background IPRs, Buyer Data or the Project-Specific IPRs to or for the benefit of any third party. 13.4 The Supplier will not include any Supplier Background IPRs or third-party IPRs in any release or Deliverable that is to be assigned to the Buyer under the Call-Off Contract, without approval from the Buyer. 13.5 The Supplier will grant the Buyer (and any replacement Supplier) a perpetual, transferable, sub-licensable, non-exclusive, royalty-free licence to copy, modify, disclose and use the Supplier Background IPRs for any purpose connected with the receipt of the Services that is additional to the rights granted to the Buyer under the Call-Off Contract and to enable the Buyer: to receive the Services; to make use of the Services provided by the replacement Supplier; and to use any Deliverables and where the Supplier is unable to provide such a licence it must meet the requirement by creating new Project-Specific IPR at no additional cost to the Buyer. 13.6 The Buyer grants the Buyer Supplier a non-exclusive, transferablenon-assignable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Buyer Background IPRs, the Buyer Data and the Project-Specific IPRs during the term of the Call-Off Contract for the sole purpose of enabling the Supplier to provide the Services. 13.7 The Buyer gives no warranty as to the suitability of any IPRs licensed to the Supplier hereunder. Any such licence: may include the right to grant sub-licences to Subcontractors engaged in providing any of the Services (or part thereof) provided that any such Subcontractor has entered into a confidentiality undertaking with the Supplier on the same terms as in clause 11 (Confidentiality) and that any Background IPRs such subcontracts will be non-transferable and personal to the relevant Subcontractor; and is granted solely to the extent necessary for the provision of the Services in accordance with the Call-Off Contract. The Supplier will ensure that the Subcontractors do not use the licensed materials for any other purpose. 13.8 The Supplier will ensure that no unlicensed software or open source software (other than the open source software specified by the Buyer) is interfaced with or embedded within the Project Specific IPRs for the Buyer’s ordinary business activitiesany Buyer Software or Deliverable. 11.3 The 13.9 Before using any third-party IPRs related to the supply of the Services, the Supplier must obtain will submit to the grant Buyer for approval, all details of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and 13.10 Where the Supplier must not is granted permission to use third-party IPRs or Background in a request for approval, the Supplier will ensure that the owner of such third-party IPRs in relation grants to the Project Specific IPRs if it can’t obtain the grant of Buyer a licence acceptable on the terms informed to the BuyerBuyer in the request for approval. 11.5 13.11 If the third-party IPR is made available on terms equivalent to the Open Government Licence v3.0, the request for approval will be agreed and the Supplier will buy licences under these terms. If not, the Supplier shall notify the Buyer in writing giving details of what licence terms can be obtained and other alternatives and no third-party IPRs may be used without Buyer approval in writing. 13.12 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses losses which it may incur at any time from as a result of any claim of infringement or (whether actual alleged infringement of a asserted and/or substantiated and including third party’s IPRs because of the: 11.5.1 party claims) that the rights granted to the Buyer under this in accordance with the Call-Off Contract 11.5.2 Supplier’s Contract or the performance by the Supplier of the provision of the Services 11.5.3 or the possession or use by the Buyer of the Services or Deliverables delivered by the Supplier, including the publication of any Deliverable that is software as open source, infringes or allegedly infringes a third party’s Intellectual Property Rights (an ‘IPR Claim’). 13.13 Clause 13.12 will not apply if the IPR Claim arises from: designs supplied by the Buyer; the use of data supplied by the Buyer which is not required to be verified by the Supplier under any provision of the Call-Off Contract; or other material provided by the Buyer necessary for the provision of the Services. 11.6 13.14 The indemnity given in Clause 13.12 will be uncapped. 13.15 The Buyer will notify the Supplier in writing of the IPR Claim made against the Buyer and the Buyer will not make any admissions which may be prejudicial to the defence or settlement of the IPR Claim. The Supplier will at its own expense conduct all negotiations and any litigation arising in connection with the IPR Claim provided always that the Supplier: consults the Buyer on all substantive issues which arise during the conduct of such litigation and negotiations; takes due and proper account of the interests of the Buyer; considers and defends the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Buyer into disrepute; and does not settle or compromise the IPR Claim without the prior approval of the Buyer (such decision not to be unreasonably withheld or delayed). 13.16 If an IPR Claim is made, made (or in the reasonable opinion of the Supplier is likely to be made) in connection with the Call-Off Contract, the Supplier will immediately notify will, at the Buyer in writing and must at its Supplier’s own expense after written and subject to the prompt approval from of the Buyer, either: 11.6.1 use its best endeavours to: modify the relevant part of the Services or Deliverables without reducing its their functionality or performance 11.6.2 , or substitute Services or Deliverables of equivalent functionality and or performance, to avoid the infringement or the alleged infringement, as long as provided that there is no additional cost or burden to the Buyer 11.6.3 ; buy a licence to use and supply the Services or Deliverables, which are the subject of the alleged infringement, on terms which are acceptable to the Buyer; and promptly perform any responsibilities and obligations to do with the Call-Off Contract. 11.7 Clause 11.5 will not apply if the 13.17 If an IPR Claim is from:made (or in the reasonable opinion of the Supplier is likely to be made) against the Supplier, the Supplier will immediately notify the Buyer in writing. 13.18 If the Supplier does not comply with provisions of this Clause within 20 Working Days of receipt of notification by the Supplier from the Buyer under clause 13.15 or receipt of the notification by the Buyer from the Supplier under clause 13.17 (as appropriate), the Buyer may terminate the Call-Off Contract for Material Breach and the Supplier will, on demand, refund the Buyer with all monies paid for the Service or Deliverable that is subject to the IPR Claim. 13.19 The Supplier will have no rights to use any of the Buyer’s names, logos or trademarks without the Buyer’s prior written approval. 13.20 The Supplier will, as an enduring obligation throughout the term of the Call-Off Contract where any software is used in the provision of the Services or information uploaded, interfaced or exchanged with the CCS or Buyer systems, use software and the most up-to-date antivirus definitions from an industry-accepted antivirus software vendor. It will use the software to check for, contain the spread of, and minimise the impact of Malicious Software (or as otherwise agreed between CCS or the Buyer, and the Supplier). 13.21 If Malicious Software is found, the Supplier will co-operate with the Buyer to reduce the effect of the Malicious Software. If Malicious Software causes loss of operational efficiency or loss or corruption of Buyer Data, the Supplier will use all reasonable endeavours to help the Buyer to mitigate any losses and restore the provision of the Services to the desired operating efficiency as soon as possible. 13.22 Any costs arising from the actions of the Buyer or Supplier taken in compliance with the provisions of the above clause, and clause 20.3, will be dealt with by the Buyer and the Supplier as follows: by the Supplier, where the Malicious Software originates from the Supplier Software or the Buyer Data while the Buyer Data was under the control of the Supplier, unless the Supplier can demonstrate that such Malicious Software was present and not quarantined or otherwise identified by the Buyer when provided to the Supplier. by the Buyer if the Malicious Software originates from the Buyer Software or the Buyer Data, while the Buyer Data was under the control of the Buyer. 13.23 All Deliverables that are software shall be created in a format, or able to be converted into a format, which is suitable for publication by the Buyer as open source software, unless otherwise agreed by the Buyer, and shall be based on open standards where applicable. The Supplier warrants that the Deliverables: are suitable for release as open source; have been developed using reasonable endeavours to ensure that their publication by the Buyer shall not cause any harm or damage to any party using them; do not contain any material which would bring the Buyer into disrepute; can be published as open source without breaching the rights of any third party; and do not contain any Malicious Software. 13.24 Where Deliverables that are software are written in a format that requires conversion before publication as open source software, the Supplier shall also provide the converted format to the Buyer unless the Buyer agrees in advance in writing that the converted format is not required. 13.25 Where the Buyer has authorised a Supplier request not to make an aspect of the Deliverable open source, the Supplier shall as soon as reasonably practicable provide written details of what will not be made open source and what impact that exclusion will have on the ability of the Buyer to use the Deliverable and Project Specific IPRs going forward as open source. 13.26 The Buyer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to this clause to: a Central Government Body; or to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Buyer. If the Buyer ceases to be a Central Government Body, the successor body to the Buyer shall still be entitled to the benefit of the licences granted in this clause.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ⚫ rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ⚫ Supplier’s performance of the Services 11.5.3 ⚫ use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ⚫ modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ⚫ substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ⚫ buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ⚫ the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ⚫ other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 13.1 Unless otherwise specified in this the Call-Off Contract, a Party : ● the Buyer will not acquire have any right, title or interest in or right to the Intellectual Property Rights (IPRs) of the other Party Supplier or its Licensorslicensors, including the Supplier Background IPRs and any IPRs in the Supplier Software. ● the Buyer may publish any Deliverable that is software as open source. ● the Supplier will not, without prior written approval from the Buyer, include any Supplier Background IPR or third party IPR in any Deliverable in such a way to prevent its publication and failure to seek prior approval gives the Buyer the right to use all Deliverables. ● the Supplier assigns (by present assignment of future rights to take effect immediately on it coming into existence) to the Buyer with full guarantee (or shall procure assignment to the Buyer), title to and all rights and interest in the Project- Specific IPRs together with and including any documentation, source code and object code comprising the Project-Specific IPRs and all build instructions, test instructions, test scripts, test data, operating instructions and other documents and tools necessary for maintaining and supporting the Project-Specific IPRs. ● the Supplier will not have any right to the Intellectual Property Rights of the Buyer or its licensors, including: ○ the Buyer Background IPRs; ○ the Project-Specific IPRs; ○ IPRs in the Buyer Data. 11.2 13.2 Where either Party acquires, by operation of Law, rights to IPRs that are inconsistent with the allocation of rights set out above, it will assign in writing such IPRs as it has acquired to the other Party. 13.3 Except where necessary for the performance of the Call-Off Contract (and only where the Buyer has given its prior approval), the Supplier will not use or disclose any of the Buyer Background IPRs, Buyer Data or the Project-Specific IPRs to or for the benefit of any third party. 13.4 The Supplier will not include any Supplier Background IPRs or third-party IPRs in any release or Deliverable that is to be assigned to the Buyer under the Call-Off Contract, without approval from the Buyer. 13.5 The Supplier will grant the Buyer (and any replacement Supplier) a perpetual, transferable, sub-licensable, non-exclusive, royalty-free licence to copy, modify, disclose and use the Supplier Background IPRs for any purpose connected with the receipt of the Services that is additional to the rights granted to the Buyer under the Call-Off Contract and to enable the Buyer: ● to receive the Services; ● to make use of the Services provided by the replacement Supplier; and ● to use any Deliverables and where the Supplier is unable to provide such a licence it must meet the requirement by creating new Project-Specific IPR at no additional cost to the Buyer. 13.6 The Buyer grants the Buyer Supplier a non-exclusive, transferablenon-assignable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Buyer Background IPRs, the Buyer Data and the Project-Specific IPRs during the term of the Call-Off Contract for the sole purpose of enabling the Supplier to provide the Services. 13.7 The Buyer gives no warranty as to the suitability of any IPRs licensed to the Supplier hereunder. Any such licence: ● may include the right to grant sub-licences to Subcontractors engaged in providing any of the Services (or part thereof) provided that any such Subcontractor has entered into a confidentiality undertaking with the Supplier on the same terms as in clause 11 (Confidentiality) and that any Background IPRs such subcontracts will be non- transferable and personal to the relevant Subcontractor; and ● is granted solely to the extent necessary for the provision of the Services in accordance with the Call-Off Contract. The Supplier will ensure that the Subcontractors do not use the licensed materials for any other purpose. 13.8 The Supplier will ensure that no unlicensed software or open source software (other than the open source software specified by the Buyer) is interfaced with or embedded within the Project Specific IPRs for the Buyer’s ordinary business activitiesany Buyer Software or Deliverable. 11.3 The 13.9 Before using any third-party IPRs related to the supply of the Services, the Supplier must obtain will submit to the grant Buyer for approval, all details of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and 13.10 Where the Supplier must not is granted permission to use third-party IPRs or Background in a request for approval, the Supplier will ensure that the owner of such third-party IPRs in relation grants to the Project Specific IPRs if it can’t obtain the grant of Buyer a licence acceptable on the terms informed to the BuyerBuyer in the request for approval. 11.5 13.11 If the third-party IPR is made available on terms equivalent to the Open Government Licence v3.0, the request for approval will be agreed and the Supplier will buy licences under these terms. If not, the Supplier shall notify the Buyer in writing giving details of what licence terms can be obtained and other alternatives and no third-party IPRs may be used without Buyer approval in writing. 13.12 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses losses which it may incur at any time from as a result of any claim of infringement or (whether actual alleged infringement of a asserted and/or substantiated and including third party’s IPRs because of the: 11.5.1 party claims) that the rights granted to the Buyer under this in accordance with the Call-Off Contract 11.5.2 Supplier’s Contract or the performance by the Supplier of the provision of the Services 11.5.3 or the possession or use by the Buyer of the Services or Deliverables delivered by the Supplier, including the publication of any Deliverable that is software as open source, infringes or allegedly infringes a third party’s Intellectual Property Rights (an ‘IPR Claim’). 13.13 Clause 13.12 will not apply if the IPR Claim arises from: ● designs supplied by the Buyer; ● the use of data supplied by the Buyer which is not required to be verified by the Supplier under any provision of the Call-Off Contract; or ● other material provided by the Buyer necessary for the provision of the Services. 11.6 13.14 The indemnity given in Clause 13.12 will be uncapped. 13.15 The Buyer will notify the Supplier in writing of the IPR Claim made against the Buyer and the Buyer will not make any admissions which may be prejudicial to the defence or settlement of the IPR Claim. The Supplier will at its own expense conduct all negotiations and any litigation arising in connection with the IPR Claim provided always that the Supplier: ● consults the Buyer on all substantive issues which arise during the conduct of such litigation and negotiations; ● takes due and proper account of the interests of the Buyer; ● considers and defends the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Buyer into disrepute; and ● does not settle or compromise the IPR Claim without the prior approval of the Buyer (such decision not to be unreasonably withheld or delayed). 13.16 If an IPR Claim is made, made (or in the reasonable opinion of the Supplier is likely to be made) in connection with the Call-Off Contract, the Supplier will immediately notify will, at the Buyer in writing and must at its Supplier’s own expense after written and subject to the prompt approval from of the Buyer, either: 11.6.1 use its best endeavours to: ● modify the relevant part of the Services or Deliverables without reducing its their functionality or performance 11.6.2 , or substitute Services or Deliverables of equivalent functionality and or performance, to avoid the infringement or the alleged infringement, as long as provided that there is no additional cost or burden to the Buyer 11.6.3 ; ● buy a licence to use and supply the Services or Deliverables, which are the subject of the alleged infringement, on terms which are acceptable to the Buyer; and ● promptly perform any responsibilities and obligations to do with the Call-Off Contract. 11.7 Clause 11.5 will not apply if the 13.17 If an IPR Claim is frommade (or in the reasonable opinion of the Supplier is likely to be made) against the Supplier, the Supplier will immediately notify the Buyer in writing. 13.18 If the Supplier does not comply with provisions of this Clause within 20 Working Days of receipt of notification by the Supplier from the Buyer under clause 13.15 or receipt of the notification by the Buyer from the Supplier under clause 13.17 (as appropriate), the Buyer may terminate the Call-Off Contract for Material Breach and the Supplier will, on demand, refund the Buyer with all monies paid for the Service or Deliverable that is subject to the IPR Claim. 13.19 The Supplier will have no rights to use any of the Buyer’s names, logos or trademarks without the Buyer’s prior written approval. 13.20 The Supplier will, as an enduring obligation throughout the term of the Call-Off Contract where any software is used in the provision of the Services or information uploaded, interfaced or exchanged with the CCS or Buyer systems, use software and the most up-to-date antivirus definitions from an industry-accepted antivirus software vendor. It will use the software to check for, contain the spread of, and minimise the impact of Malicious Software (or as otherwise agreed between CCS or the Buyer, and the Supplier). 13.21 If Malicious Software is found, the Supplier will co-operate with the Buyer to reduce the effect of the Malicious Software. If Malicious Software causes loss of operational efficiency or loss or corruption of Buyer Data, the Supplier will use all reasonable endeavours to help the Buyer to mitigate any losses and restore the provision of the Services to the desired operating efficiency as soon as possible. 13.22 Any costs arising from the actions of the Buyer or Supplier taken in compliance with the provisions of the above clause, and clause 20.3, will be dealt with by the Buyer and the Supplier as follows: 13.23 All Deliverables that are software shall be created in a format, or able to be converted into a format, which is suitable for publication by the Buyer as open source software, unless otherwise agreed by the Buyer, and shall be based on open standards where applicable. The Supplier warrants that the Deliverables: ● are suitable for release as open source; ● have been developed using reasonable endeavours to ensure that their publication by the Buyer shall not cause any harm or damage to any party using them; ● do not contain any material which would bring the Buyer into disrepute; ● can be published as open source without breaching the rights of any third party; and ● do not contain any Malicious Software. 13.24 Where Deliverables that are software are written in a format that requires conversion before publication as open source software, the Supplier shall also provide the converted format to the Buyer unless the Buyer agrees in advance in writing that the converted format is not required. 13.25 Where the Buyer has authorised a Supplier request not to make an aspect of the Deliverable open source, the Supplier shall as soon as reasonably practicable provide written details of what will not be made open source and what impact that exclusion will have on the ability of the Buyer to use the Deliverable and Project Specific IPRs going forward as open source. 13.26 The Buyer may assign, novate or otherwise transfer its rights and obligations under the licences granted pursuant to this clause to: ● a Central Government Body; or ● to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Buyer. If the Buyer ceases to be a Central Government Body, the successor body to the Buyer shall still be entitled to the benefit of the licences granted in this clause.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to 9.1 The Licensed Program Materials and the Intellectual Property Rights (IPRs) of whatever nature in the other Party or its LicensorsLicensed Program Materials are and will remain the property of Lemnos, and are exclusively sub-licensed to end-users within the Territory by StarTraq. 11.2 9.2 The Supplier grants Customer must notify StarTraq immediately if the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant Customer becomes aware of any third-party IPRs and Background IPRs so the Buyer can enjoy full unauthorised use of the Project Specific IPRs, including whole or any part of the Buyer’s right to publish the IPR as open sourceLicensed Program Materials by any person. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier 9.3 StarTraq will immediately notify the Buyer in writing and must defend at its own expense after any claim brought against the Customer alleging that the Use of the Licensed Program Materials infringes the Intellectual Property Rights of a third party (“Intellectual Property Claim”) and StarTraq will pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that the Customer: 9.3.1 furnishes StarTraq with prompt written approval from notice of the BuyerIntellectual Property Claim; 9.3.2 provides StarTraq with reasonable assistance in respect of the Intellectual Property Claim; and 9.3.3 gives to StarTraq the sole authority to defend or settle the Intellectual Property Claim. 9.4 If, in StarTraq’s reasonable opinion, the Licensed Program Materials are or may become the subject of an Intellectual Property Claim then StarTraq may either: 11.6.1 modify 9.4.1 obtain for the relevant part of Customer the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, right to avoid continue using the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services Licensed Program Materials which are the subject of the alleged infringementIntellectual Property Claim; or 9.4.2 replace or modify the Licensed Program Materials which are the subject of the Intellectual Property Claim so they become non-infringing. 9.5 If the remedies set out in Clause 9.4 are not in StarTraq’s opinion reasonably available, on terms acceptable then the Customer must return the Licensed Program Materials which are the subject of the Intellectual Property Claim and StarTraq will refund to the BuyerCustomer the corresponding portion of the Licence Fee, as normally depreciated, whereupon this Licence will immediately terminate. 11.7 Clause 11.5 9.6 Neither StarTraq nor its licensor(s) will have any liability for any Intellectual Property Claim resulting from the Use of the Licensed Program Materials in combination with any equipment (other than the Hardware) or programs not apply if supplied or approved by StarTraq or any modification of any item of the IPR Claim is from:Software by a party other than StarTraq or its authorised agent(s) or licensor(s).

Intellectual Property Rights. ‌ 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title title, or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free royaltyfree licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as if there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off 41.1 Save as granted elsewhere under the Contract, a Party will not neither the Customer nor the Supplier shall acquire any right, title title, or interest in the other's Pre-Existing IPR. 41.2 The Supplier shall not, and shall procure that the Staff shall not, (except when necessary for the performance of the Contract) without prior Approval, use or disclose any Customer Pre-Existing IPR or the Project Specific IPRs to any third party. 41.3 All title to and all rights and interest in the Project Specific IPRs shall vest in the Customer. The Supplier hereby assigns to the Intellectual Property Rights (IPRs) Customer, with full title guarantee, title to and all rights and interest in the Project Specific IPRs and/or shall procure that the first owner of the other Party Project Specific IPRs also does so.‌ 41.4 The assignment under Clause 41.3 shall either take effect on the date of the Contract or its Licensorsas a present assignment of future rights that will take effect immediately on the coming into existence of the relevant Project Specific IPRs, as appropriate. 11.2 41.5 The Supplier shall waive or procure a waiver of any moral rights in any copyright works assigned to the Customer under the Contract. 41.6 If requested to do so by the Customer, the Supplier shall without charge to the Customer execute all documents and do all such further acts as the Customer may require to perfect the assignment under Clause 41.3 or shall procure that the owner of the Project Specific IPRs does so on the same basis. 41.7 The Customer hereby grants to the Buyer Supplier a non-exclusive, transferablerevocable, perpetual, irrevocable, royalty- free non-assignable licence to use the Project Specific IPRs Customer Pre-Existing IPR and any Background IPRs embedded within the Project Specific IPRs during the Contract Period for the Buyer’s ordinary business activitiessole purpose of enabling the Supplier to supply the Services and/or supply the Deliverables. 11.3 41.8 Prior to using any third party Intellectual Property Rights, the Supplier shall obtain the Approval of the Customer. The Supplier must obtain shall provide the grant Customer with details of any third-third party IPRs and Background IPRs so licence required by the Buyer can enjoy full use Supplier and/or the Customer in order for the Supplier to carry out its obligations under the Contract using the third party Intellectual Property Rights. The Customer reserves the right to withhold Approval in the event that it does not agree to the terms of the Project Specific IPRsthird party licence or where any additional charges will be incurred 41.9 Where the Supplier is granted Approval by the Customer to use the third party rights, including the Buyer’s right Supplier shall procure that the owner of third party rights grants to publish the IPR as open sourceCustomer a licence upon the terms informed to the Customer when seeking the Approval. 11.4 41.10 The Supplier must promptly inform shall, during and after the Buyer if it can’t comply with Contract Period, indemnify and keep indemnified and hold the clause above Customer harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Customer may suffer or incur as a result of any claim that the performance by the Supplier must not of the Services and/or supply of the Deliverables and/or the possession or use third-party IPRs by the Customer of the Deliverables infringes or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of allegedly infringes a third party’s IPRs because of the's Intellectual Property Rights ("Claim") except where the Claim arises from: 11.5.1 rights granted 41.10.1 items or materials based upon designs supplied by the Customer; or 41.10.2 the use of data supplied by the Customer which is not required to be verified by the Supplier under any provision of the Contract. 41.11 The Customer shall notify the Supplier in writing of the Claim and the Customer shall not make any admissions which may be prejudicial to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance defence or settlement of the Services 11.5.3 use by Claim. The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with the Buyer Claim provided always that the Supplier: 41.11.1 shall consult the Customer on all substantive issues which arise during the conduct of such litigation and negotiations; 41.11.2 shall take due and proper account of the Servicesinterests of the Customer; and 11.6 41.11.3 shall not settle or compromise the Claim without the Customer's prior Approval (not to be unreasonably withheld or delayed). 41.12 If an IPR a Claim is made, made in connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier will shall immediately notify the Buyer in writing and must Customer and, at its own expense after written approval from and subject to the Buyerconsent of the Customer (not to be unreasonably withheld or delayed), either:use its best endeavours to:- 11.6.1 41.12.1 modify the relevant part of the Services or the Deliverables without reducing its the performance or functionality of the same, or performance 11.6.2 substitute Services alternative services or deliverables of equivalent functionality performance and performancefunctionality, so as to avoid the infringement or the alleged infringement, as long as there is no additional cost provided that the provisions herein shall apply with any necessary changes to such modified services or burden deliverables or to the Buyersubstitute services or deliverables; or‌ 11.6.3 buy 41.12.2 procure a licence to use and supply the Services or the Deliverables, which are the subject of the alleged infringement, on terms which are acceptable to the BuyerCustomer,‌ 11.7 Clause 11.5 will not apply if 41.13 In the IPR Claim event that the Supplier is from:unable to comply with Clauses 41.12.1 or 41.12.2 within twenty

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-third- party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s 's ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s 's right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t n't comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t n't obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s 's IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s 's performance of the Services Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, non-transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 Notwithstanding all other provisions of this Call-Off Contract, The Buyer and the Supplier each acknowledge that no Project Specific IPRs shall arise under this Call-Off Contract (save to the extent that a report provided by the Supplier to the Buyer containing the results of an enrolment or authentication of a user of the Services contains any Project Specific IPRS or unless otherwise agreed in writing between the Supplier and the Buyer). The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either:in 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the BuyerBuyer and if none of the above is available on terms that are in the reasonable opinion of the Supplier appropriate, the Buyer may terminate this Call-Off Contract on grounds of Material Default. 11.7 Clause Clauses 11.5 and 11.6 will not apply if the IPR Claim is from 11.8 The Buyer shall: a. notify the Supplier as soon as reasonably practicable after becoming aware of any IPR Claim; b. to the extent it is reasonably able to do so, take reasonable steps to mitigate the losses, damages, costs, charges and expenses to which the IPR Claim relates; c. not make any material statement or any admission or enter into any defence or any settlement discussion in respect of an IPR Claim without notifying the Supplier in advance and acting in accordance with the Supplier’s reasonable representations concerning the same. 11.9 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Default.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call- Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 Notwithstanding all other provisions of this Call-Off Contract, The Buyer and the Supplier each acknowledge that no Project Specific IPRs shall arise under this Call-Off Contract save to the extent that any data (excluding Anonymised Analytical Data) provided by the Supplier to the Buyer containing the results of an enrolment or authentication of a user of the Services contains any Project Specific IPRS, or unless otherwise agreed in writing between the Supplier and the Buyer. The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyerexpense, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the BuyerBuyer and if none of the above is available on terms that are in the reasonable opinion of the Supplier appropriate, the Buyer may terminate this Call-Off Contract on grounds of Material Default. 11.7 Clause Clauses 11.5 and 11.6 will not apply if the IPR Claim is fromfrom a breach by the Buyer of any of its obligations under this Call-Off Contract or under Law. 11.8 The Buyer shall: a. notify the Supplier as soon as reasonably practicable after becoming aware of any IPR Claim; b. to the extent it is reasonably able to do so, take reasonable steps to mitigate the losses, damages, costs, charges and expenses to which the IPR Claim relates; c. not make any material statement or any admission or enter into any defence or any settlement discussion in respect of an IPR Claim without notifying the Supplier in advance and acting in accordance with the Supplier’s reasonable representations concerning the same. 11.9 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Default.

Intellectual Property Rights. 11.1 Unless 3.1 In respect of all Buyer Data, the Buyer shall be the owner of all such Buyer Data and any Buyer Background IPRs and Project Specific IPRs in such Buyer Data and any modifications, updates and amendments in relation to the same. The Supplier may not assign, license or otherwise specified deal with any Buyer Data or IPRs in this Call-Off Contractsuch Buyer Data without the Buyer's specific written consent. 3.2 All Project Specific IPRs shall vest in the Buyer absolutely, a Party will not acquire and the Supplier hereby assigns to the Buyer, absolutely with full title guarantee (and free from all third party rights), any and all of its right, title or and interest in or and to all the Project Specific IPRs and shall procure that any third party owner of the Project Specific IPRs assigns them to the Intellectual Property Rights (IPRs) Buyer on the same basis to the fullest extent permitted by law. 3.3 The assignment under paragraph 3.2 shall be a present assignment for future rights that will take effect immediately on the coming into existence of the other Party or its Licensorsrelevant Project Specific IPRs as appropriate. 11.2 3.4 The Supplier shall waive or procure a waiver of any moral rights in any copyright works as- signed to the Buyer under the Contract. 3.5 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free and global licence to use use, sub-license and/or commercially exploit any Supplier Back- ground IPRs or IPRs owned by a third party used to provide the Services including those that are embedded within or which are an integral part of the Project Specific IPRs and any Background IPRs embedded within to the Project Specific IPRs for extent required to enjoy the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant full benefit of any third-party IPRs and Background IPRs so the Buyer can enjoy full use ownership of the Project Specific IPRs, including . The Buyer shall have the Buyer’s right to publish the IPR as open sourcegrant to any person a sub-licence of any licence granted pursuant to this paragraph. 11.4 The 3.6 Unless the Supplier must promptly inform specifically identifies and discloses in writing the Supplier Background IPRs which shall be provided, used or incorporated by the Supplier in the provision of the Services, the default position shall be that all items and Deliverables shall be assigned to the Buyer as Project Specific IPR or Specially Written Software (as applicable) as if it can’t comply with the clause above and the there is no Supplier must not use third-party Background IPRs or Background Supplier Software. 3.7 Each Party undertakes that it shall without charge to the other Party promptly execute all documents, make all applications, give all assistance and do or procure the doing of all acts and things as may be necessary or desirable to give full effect to the assignment of the Pro- ject Specific IPRs described in relation paragraph 3.2 in, and to register ownership of the Project Specific IPRs if it can’t obtain in, the grant name of a licence acceptable the Buyer (to the Buyerextent that registration of rights is available) and/or to give full effect to the licences granted under this paragraph 3 or clauses 21 and 22 of the Call Off Terms. The Supplier shall procure that any third party owner of the Project Specific IPRs does so on the same basis. 11.5 3.8 The Supplier willshall ensure that all Project Specific IPRs, on written demand, fully indemnify the Buyer Supplier Background IPRs and the Crown for all Losses which it may incur at any time from any claim of infringement Third Party IPRs licensed or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted assigned to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use are able to be assigned, novated or otherwise transferred freely by the Buyer to: (a) any other Central Government Body, DHSC or any other Central Government Body or any public or private sector body which performs or carries on any of the Servicesfunctions and/or activities that previously had been performed and/or carried on by the Buyer; or 11.6 (b) any other public or private body. 3.9 If an IPR Claim is made, or is likely to be made, the Supplier will immediately wishes to use Open Source software in the Software provided then the Sup- plier shall: (a) notify the Buyer in writing giving details of the licence terms and must at its own expense after written approval from whether there are alternative software providers which the Supplier could seek to use; (b) identify all items of open source software used and proposed to be used in an up to date register of open source software; and (c) provide copies of the Open Source register and the licences upon request by the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:.

Intellectual Property Rights. 11.1 11.1. Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 11.2. The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 11.3. The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 11.4. The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 11.5. The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights Rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services services 11.5.3 use Use by the Buyer buyer of the Services 11.6 11.6. If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 11.7. Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified 12.1. The Partner acknowledges and agrees that Holibob (or its licensors) own all Intellectual Property Rights subsisting in this Call-Off ContractHolibob¶VBrands, a the Holibob Technology (excluding any of the 3DUWQHU¶V Brands that form part of or are displayed on it) and the Holibob Content and all Intellectual Property Rights created in the performance of the Services (including pursuant to any GHYHORSPHQW ZRUNH oli bo bWIPRRJ´▇ ▇ ▇▇▇ WKH ³ 12.2. Holibob acknowledges and agrees that the Partner (or its licensors) own all Intellectual Property Rights subsisting in the 3DUWQHU¶, Vthe P%arUtnDerQTeGcVhnology System, the Partner Content DQG WKH 3DUWQHU ,QWHJUPaDrtWneLr IRPRQ´ & RGH WRJHWKHU WKH ³ 12.3. Save as set out in the Agreement, neither Party will not shall acquire any rightrights, title or interest in or to the any Intellectual Property Rights (IPRs) of belonging to the other Party or its LicensorsParty. 11.2 The Supplier 12.4. Holibob hereby grants to the Buyer Partner a non-exclusive, royalty free, non-transferable, perpetualrevocable right and license during the Term to: 12.4.1. use and display the Holibob Content to promote and market the Tours and Experiences accessed or made available through the Holibob Technology, irrevocableto make Bookings and to receive the Services, royalty- free licence each in accordance with the terms of the Agreement; 12.4.2. provided the prior written consent of Holibob has been obtained, use and display Holibob¶VBrands as necessary to promote and market the Tours and Experiences accessed or made available through the Holibob Technology, to make Bookings, to perform its obligations under the Agreement and to receive the Services; 12.4.3. use and promote the White Label Website [and the Marketing Platform] in order to promote and market the Tours and Experiences accessed or made available through the Holibob Technology, to make Bookings, to perform its obligations under the Agreement and to receive the Services. 12.5. The Partner hereby grants to Holibob a non-exclusive, royalty free, non-transferable, revocable right and license during the Term to use and display the 3DUWQHU¶aVnd th%eUPaDrtQneGr CVontent in and on the Holibob Technology in accordance with the Partner Brand Guidelines and otherwise as necessary in each case to perform its obligations under the agreement, or as otherwise agreed by the Partner. 12.6. The rights and licences granted by clauses 12.4 and 12.5 shall be revocable in accordance with the termination provisions of the Agreement. 12.7. The Partner warrants and represents to Holibob that: 12.7.1. it has, and will continue to have, all necessary consents, licences or permissions to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities.Partner IPR; and 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use 12.7.2. none of the Project Specific IPRs, including Partner IPR used by Holibob in the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance provision of the Services 11.5.3 or its obligations under the Agreement will infringe the Intellectual Property Rights of any third party. 12.8. Holibob warrants and represents to the Partner that: 12.8.1. it has, and will continue to have, all necessary consents, licences or permissions to use the Holibob IPR; and 12.8.2. none of the Holibob IPR used by the Buyer Partner in accordance with the Agreement will infringe the Intellectual Property Rights of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:any third party.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the avoidthe infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party Creation & Ownership or IPR for Scale will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorsbe CCS proprietary owned. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract; 11.5.2 Supplier’s performance of the Services Services; and 11.5.3 use by the Buyer of the Services. 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance; 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer; and/or 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer. 11.7 Clause 11.5 will not apply if the IPR Claim is from: 11.7.1 the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract; and 11.7.2 other material provided by the Buyer necessary for the Services. 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free royaltyfree licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the ServicesServices OFFICIAL-SENSITIVE COMMERCIAL 20 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services. 12.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 :  rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract  Supplier’s performance of the Services 11.5.3  use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 :  modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance  substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer  buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from::  the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract  other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, non-transferable, perpetuallimited, irrevocablerevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Subject to the limit on liabilities set in the Order Form, the Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any finally adjudicated claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services Services 11.5.3 use by the Buyer of the ServicesServices (an “IPR Claim”) 11.6 If an IPR Claim is made, or is likely to be made, the Supplier Buyer will immediately notify the Buyer Supplier in writing and must at its own expense after written approval from the BuyerSupplier may, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance; 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer; or 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free royaltyfree licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (( IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement inf ringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call- Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract. 11.5.2 Supplier’s performance of the Services Services. 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance. 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer . 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer. 11.7 Clause 11.5 will not apply if the IPR Claim is from: 11.7.1 the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract. 11.7.2 other material provided by the Buyer necessary for the Services. 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call- Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open sourceIPR. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferablefor the term of the call-off contract, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activitiesServices delivered under the Contract Description. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including . The Buyer acknowledges and respects the Buyer’s right use of third party IPR and agrees not to publish any background IPR or compromise IP rights in any way, recognising the IPR as open sourceconfidential nature of the IP licenced to the Buyer under this contract. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performanceperformance DocuSign Envelope ID: 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 1 1 .1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 1 1 .2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free royaltyfree licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s 's ordinary business activities. 11.3 1 1 .3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s 's right to publish the IPR PR as open source. 11.4 1 1 .4 The Supplier must promptly inform the Buyer if it can’t n't comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t n't obtain the grant of a licence acceptable to the Buyer. 11.5 1 1 .5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s 's IPRs because of the: 11.5.1 : rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract Supplier’s 's performance of the Services 11.5.3 • use by the Buyer of the Services 11.6 Services .6 If an IPR [PR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a ‌ 10.1 Each Party will not acquire any right, title or interest in or to the Intellectual Property Rights (keeps ownership of its own Existing IPRs) of the other Party or its Licensors. 11.2 . The Supplier grants the Buyer a non-exclusive, transferableperpetual, perpetualroyalty-free, irrevocable, royalty- free transferable worldwide licence to use, change and sub-license the Supplier's Existing IPR to enable it and its sub-licensees to both:‌ (a) receive and use the Deliverables; and (b) to the extent required to utilise the New IPR. 10.2 Any New IPR created under the Contract is owned by the Buyer. The Buyer grants the Supplier a licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific Existing IPRs for the Buyer’s ordinary business activitiespurpose of fulfilling its obligations under the Contract and a perpetual, royalty-free, non-exclusive licence to use any New IPRs.‌ 10.3 Where a Party acquires ownership of intellectual property rights 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. 11.3 The Supplier must obtain 10.4 Neither Party has the grant of right to use the other Party's IPRs, including any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRsother Party's names, including the Buyer’s right to publish the IPR logos or trademarks, except as open sourceprovided in this clause 10 or otherwise agreed in writing. 11.4 The Supplier must promptly inform 10.5 If any claim is made against the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement actual or alleged infringement of a third party’s IPRs because intellectual property arising out of, or in connection with, the supply or use of the: 11.5.1 rights granted to the Deliverables (an "IPR Claim"), then the Supplier shall indemnify the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result of the Services 11.5.3 use by the Buyer of the ServicesIPR Claim.‌ 11.6 10.6 If an IPR Claim is made, made or is likely to be madeanticipated, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from and the Buyer's sole option, either: 11.6.1 (a) obtain for the Buyer the rights in clauses 10.1 and 10.2 without infringing any third party’s IPRs; or (b) replace or modify the relevant part item with substitutes that don’t infringe IPRs without adversely affecting the functionality or performance of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:Deliverables.

Intellectual Property Rights. 11.1 Unless otherwise specified speci=ed in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific Speci=c IPRs and any Background IPRs embedded within the Project Specific Speci=c IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific Speci=c IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific Speci=c IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free royaltyfree licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services Services 11.5.3 use by the Buyer of the Services, excepting that, as per the FAD software licence (▇▇▇▇▇://▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇▇.▇▇/g-cloud- 13/documents/709463/164853104534522-terms-and-conditions-2022-03-11-1519.pdf), the Buyer is responsible for abiding by the terms of the 3rd party data supplier licences. Links to the data supplier licences are provided in a table, in the Database. For example, some data in the Database comes from TRUD, and some of those licences are not Open Government Licence such as ICD10, SNOMED, DM+d, READ. 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for fo r all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract. 11.5.2 Supplier’s performance of the Services Services. 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance. 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer. 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer. 11.7 Clause 11.5 will not apply if the IPR Claim is from: 11.7.1 the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract. 11.7.2 other material provided by the Buyer necessary for the Services. 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : • rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract • Supplier’s performance of the Services 11.5.3 • use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : • modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance • substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer • buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: • the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract • other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title title, or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. DRAFT 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- royalty-free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain buy the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : ● rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract ● Supplier’s performance of the Services 11.5.3 ● use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : ● modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance ● substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer ● buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: ● the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract ● other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free royaltyfree licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract; 11.5.2 Supplier’s performance of the Services Services; 11.5.3 use by the Buyer of the Services. 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance; 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer; 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer. 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activitiespurpose of using the Services. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs (excluding the IPRS of the Regulated Entities) and Background IPRs (excluding IPRs in the Supplier’s proprietary software and commercial off the shelf software) so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 rights granted to the Buyer under this Call-Off Contract 11.5.2 Supplier’s performance of the Services 11.5.3 use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 modify the relevant part of the Services without reducing its functionality or performance 11.6.2 substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:

Intellectual Property Rights. 11.1 Unless otherwise specified in this Call-Off Contract, a Party will not acquire any right, title or interest in or to the Intellectual Property Rights (IPRs) of the other Party or its Licensorslicensors. 11.2 The Supplier grants the Buyer a non-exclusive, transferable, perpetual, irrevocable, royalty- free royaltyfree licence to use the Project Specific IPRs and any Background IPRs embedded within the Project Specific IPRs for the Buyer’s ordinary business activities. 11.3 The Supplier must obtain the grant of any third-party IPRs and Background IPRs IPRs, so the Buyer can enjoy full use of the Project Specific IPRs, including the Buyer’s right to publish the IPR as open source. 11.4 The Supplier must promptly inform the Buyer if it can’t comply with the clause above and the Supplier must not use third-party IPRs or Background IPRs in relation to the Project Specific IPRs if it can’t obtain the grant of a licence acceptable to the Buyer. 11.5 The Supplier will, on written demand, fully indemnify the Buyer and the Crown for all Losses which it may incur at any time from any claim of infringement or alleged infringement of a third party’s IPRs because of the: 11.5.1 : rights granted to the Buyer under this Call-Off Contract 11.5.2 Contract  Supplier’s performance of the Services 11.5.3  use by the Buyer of the Services 11.6 If an IPR Claim is made, or is likely to be made, the Supplier will immediately notify the Buyer in writing and must at its own expense after written approval from the Buyer, either: 11.6.1 : modify the relevant part of the Services without reducing its functionality or performance 11.6.2 performance substitute Services of equivalent functionality and performance, to avoid the infringement or the alleged infringement, as long as there is no additional cost or burden to the Buyer 11.6.3 Buyer buy a licence to use and supply the Services which are the subject of the alleged infringement, on terms acceptable to the Buyer 11.7 Clause 11.5 will not apply if the IPR Claim is from:: the use of data supplied by the Buyer which the Supplier isn’t required to verify under this Call-Off Contract other material provided by the Buyer necessary for the Services 11.8 If the Supplier does not comply with clauses 11.2 to 11.6, the Buyer may End this Call-Off Contract for Material Breach. The Supplier will, on demand, refund the Buyer all the money paid for the affected Services.