Common use of Intellectual Property Rights Clause in Contracts

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all D12.1 This Condition D12 shall apply in the absence of any specific provision for the allocation of Intellectual Property Rights arising from between the supply of Parties elsewhere in the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBContract. 10.2. The Supplier shall fully disclose all such arising D12.2 All Intellectual Property Rights or other similar protection in any specifications, instructions, plans, data, drawings, databases, patterns, models, designs or other material furnished to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without made available to the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted Contractor by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation DCLG pursuant to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the PartiesDCLG. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- D12.3 All pre-existing Intellectual Property Rights or other similar protection in software that has been modified at AHDBany specifications, instructions, plans, data, drawings, databases, patterns, models, designs or other material existing prior to the date of the Contract date and furnished to or made available to DCLG by the Contractor pursuant to the Contract shall remain the property of the Contractor. The Contractor hereby grants to DCLG and the Crown a non-exclusive, royalty free, perpetual and irrevocable licence to use, reproduce, modify, adapt, amend, enhance and other deal with (and to authorise a third party on behalf of DCLG or the Crown, such third party having signed a confidentiality undertaking, to use, reproduce, modify, adapt, amend, enhance and otherwise deal with) the Contractor’s expense pre-existing Intellectual Property Rights for DCLG or the Crown’s own internal purposes, to enable allow DCLG or the Crown to exploit the Intellectual Property Rights or similar generated under the Contract and for any other purposes specified in the Contract. D12.4 All Deliverables, reports and other documents or similar and all Intellectual Property Rights or other similar protection arising out of the performance of this Contract. Any use of such modified software by the Supplier other than at Contractor’s Personnel of their duties hereunder are hereby assigned to and shall vest in DCLG absolutely and the Contractor or the Contractor’s Personnel shall enter into such documentation and perform such acts as DCLG may request to properly vest such rights in DCLG. D12.5 The provisions of AHDB Condition D12 shall be subject to apply during the prior agreement continuance of AHDB in Writingthe Contract and after its expiry or termination howsoever arising.

Intellectual Property Rights. 10.1. Unless otherwise agreed9.1 The LME will indemnify the Licensee and their respective, all Intellectual Property Rights Authorised Affiliates, officers, directors, employees, agents and representatives from and against any Losses arising from out of or related to or in connection with a claim brought directly against the supply Licensee and/or its Authorised Affiliates that the use of the Goods Licensed Data and Services / or Trade Marks, as permitted to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created be used by the Supplier (Licensee and / or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied Authorised Affiliates under this Contract Agreement infringes the Intellectual Property Rights of a any third party. 9.2 The indemnity in clause 9.1 is conditional upon the Licensee: (a) carrying out all reasonable actions to mitigate such Losses; (b) notifying the LME in writing within 30 days of: (i) the Licensee and/or its Authorised Affiliates receiving notice of such a claim; or (ii) the Licensee and/or its Authorised Affiliates becoming aware of any circumstances that could reasonably result in such a claim arising; (c) the Licensee Personnel or any of the Licensee's Affiliates or any third party acting on behalf of the same not making any admission or agreement to settle or compromise such claim or take any action relating to such claim prejudicial to the LME's defence of the claim without the LME's prior written consent; (d) promptly giving the LME express authority to conduct all negotiations and litigation, and at the LME's own expense defend or settle claims brought against the Licensee and indemnified by the LME in accordance with clause 9.1 provided that the LME shall not agree a settlement in respect of sums due by the Licensee in excess of the sums set out in clause 8.5 or a settlement which requires any admission of wrongdoing or any non-monetary future obligations on the part of the Licensee and / or its Authorised Affiliates without the Licensee's prior written consent; and (e) co-operating and providing the LME with all available information and assistance as the LME may reasonably require, at the LME's expense (excluding legal fees), to facilitate any such defence or other steps taken by the LME in connection with such claim. 9.3 If any claim as detailed in clause 9.1 is made, or in the SupplierLME's reasonable opinion such a claim is likely to be made, against the Supplier shall promptly Licensee, the LME may as its sole option and at its cost eitherexpense: 10.4.1. obtain (a) procure for AHDB the Licensee the right to continue using to use the materials which were LME Data (or any part thereof) in accordance with the subject terms of this Agreement; (b) modify the claimLME Data so that it ceases to be infringing; (c) replace the LME Data with non-infringing LME Data; or 10.4.2. modify or replace (d) terminate this Agreement immediately by notice in writing to the infringing part Licensee and refund any Fees paid by the Licensee as at the date of termination (less a reasonable sum in respect of the materials so as Licensee's use of the LME Data to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contractdate of termination). 10.5. 9.4 Subject to the limited rights granted to the Licensee under the Licence, the Licensee acknowledges and agrees that all rights including Intellectual Property Rights in and to the Licensed Data and the Trade Marks shall remain at all times vested in the LME or its licensors (as applicable). 9.5 If at any time the Supplier Licensee becomes aware that of any person alleges that misuse of the Data or the Trade Marks by any person, including the Licensee Personnel, it shall promptly inform the LME of such misuse and at the LME's request and expense take all reasonable steps necessary to assist the LME or its licensors in protecting and enforcing its Intellectual Property Rights in the Data or Trade Marks. 9.6 This Agreement does not transfer any Intellectual Property Rights owned by from the LME to the Licensee, or otherwise give any right or permission to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing Rights, save those rights and shall make no comment or admission to any third party in respect thereofpermissions which are expressly identified herein. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed9.1 The LME will indemnify the Licensee and their respective, all Intellectual Property Rights Authorised Affiliates, officers, directors, employees, agents and representatives from and against any Losses arising from out of or related to or in connection with a claim brought directly against the supply Licensee and/or its Authorised Affiliates that the use of the Goods and Services Licensed Data, as permitted to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created be used by the Supplier (Licensee and / or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied Authorised Affiliates under this Contract Agreement infringes the Intellectual Property Rights of a any third party. 9.2 The indemnity in clause 9.1 is conditional upon the Licensee: (a) carrying out all reasonable actions to mitigate such Losses; (b) notifying the LME in writing within 14 days of: (i) the Licensee and/or its Authorised Affiliates receiving notice of such a claim; or (ii) the Licensee and/or its Authorised Affiliates becoming aware of any circumstances that could reasonably result in such a claim arising; (c) the Licensee Personnel or any of the Licensee's Affiliates or any third party acting on behalf of the same not making any admission or agreement to settle or compromise such claim or take any action relating to such claim prejudicial to the LME's defence of the claim without the LME's prior written consent; (d) promptly giving the LME express authority to conduct all negotiations and litigation, and at the LME's own expense defend or settle claims brought against the Licensee and indemnified by the LME in accordance with clause 9.1 provided that the LME shall not agree a settlement in respect of sums due by the Licensee in excess of the sums set out in clause 8.5 or a settlement which requires any admission of wrongdoing or any non-monetary future obligations on the part of the Licensee and / or its Authorised Affiliates without the Licensee's prior written consent; and (e) co-operating and providing the LME with all available information and assistance as the LME may reasonably require, at the LME's expense (excluding legal fees), to facilitate any such defence or other steps taken by the LME in connection with such claim. 9.3 If any claim as detailed in clause 9.1 is made, or in the SupplierLME's reasonable opinion such a claim is likely to be made, against the Supplier shall promptly Licensee, the LME may as its sole option and at its cost eitherexpense: 10.4.1. obtain (a) procure for AHDB the Licensee the right to continue using to use the materials which were LME Data (or any part thereof) in accordance with the subject terms of this Agreement; (b) modify the claimLME Data so that it ceases to be infringing; (c) replace the LME Data with non-infringing LME Data; or 10.4.2. modify or replace (d) terminate this Agreement immediately by notice in writing to the infringing part Licensee and refund any Fees paid by the Licensee as at the date of termination (less a reasonable sum in respect of the materials so as Licensee's use of the LME Data to avoid the infringement or alleged infringement but in such a way that it complies with date of termination) on return of the representations and warranties in this ContractLME Data. 10.5. 9.4 Subject to the limited rights granted to the Licensee under the Licence, the Licensee acknowledges and agrees that all rights including Intellectual Property Rights in and to the Licensed Data and the Trade Marks shall remain at all times vested in the LME or its licensors (as applicable). 9.5 If at any time the Supplier Licensee becomes aware that of any person alleges that misuse of the Data or the Trade Marks by any person, including the Licensee Personnel, it shall promptly inform the LME of such misuse and at the LME's request and expense take all reasonable steps necessary to assist the LME or its licensors in protecting and enforcing its Intellectual Property Rights in the Data or Trade Marks. 9.6 This Agreement does not transfer any Intellectual Property Rights owned by from the LME to the Licensee, or otherwise give any right or permission to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing Rights, save those rights and shall make no comment or admission to any third party in respect thereofpermissions which are expressly identified herein. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed9.1 The LME will indemnify the Licensee and their respective, all Intellectual Property Rights Authorised Affiliates, officers, directors, employees, agents and representatives from and against any Losses arising from out of or related to or in connection with a claim brought directly against the supply Licensee and/or its Authorised Affiliates that the use of the Goods Licensed Data and Services / or Trade Marks, as permitted to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created be used by the Supplier (Licensee and / or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied Authorised Affiliates under this Contract Agreement infringes the Intellectual Property Rights of a any third party. 9.2 The indemnity in clause 9.1 is conditional upon the Licensee: (a) carrying out all reasonable actions to mitigate such Losses; (b) notifying the LME in writing within 14 days of: (i) the Licensee and/or its Authorised Affiliates receiving notice of such a claim; or (ii) the Licensee and/or its Authorised Affiliates becoming aware of any circumstances that could reasonably result in such a claim arising; (c) the Licensee Personnel or any of the Licensee's Affiliates or any third party acting on behalf of the same not making any admission or agreement to settle or compromise such claim or take any action relating to such claim prejudicial to the LME's defence of the claim without the LME's prior written consent; (d) promptly giving the LME express authority to conduct all negotiations and litigation, and at the LME's own expense defend or settle claims brought against the Licensee and indemnified by the LME in accordance with clause 9.1 provided that the LME shall not agree a settlement in respect of sums due by the Licensee in excess of the sums set out in clause 8.5 or a settlement which requires any admission of wrongdoing or any non-monetary future obligations on the part of the Licensee and / or its Authorised Affiliates without the Licensee's prior written consent; and (e) co-operating and providing the LME with all available information and assistance as the LME may reasonably require, at the LME's expense (excluding legal fees), to facilitate any such defence or other steps taken by the LME in connection with such claim. 9.3 If any claim as detailed in clause 9.1 is made, or in the SupplierLME's reasonable opinion such a claim is likely to be made, against the Supplier shall promptly Licensee, the LME may as its sole option and at its cost eitherexpense: 10.4.1. obtain (a) procure for AHDB the Licensee the right to continue using to use the materials which were LME Data (or any part thereof) in accordance with the subject terms of this Agreement; (b) modify the claimLME Data so that it ceases to be infringing; (c) replace the LME Data with non-infringing LME Data; or 10.4.2. modify or replace (d) terminate this Agreement immediately by notice in writing to the infringing part Licensee and refund any Fees paid by the Licensee as at the date of termination (less a reasonable sum in respect of the materials so as Licensee's use of the LME Data to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contractdate of termination). 10.5. 9.4 Subject to the limited rights granted to the Licensee under the Licence, the Licensee acknowledges and agrees that all rights including Intellectual Property Rights in and to the Licensed Data and the Trade Marks shall remain at all times vested in the LME or its licensors (as applicable). 9.5 If at any time the Supplier Licensee becomes aware that of any person alleges that misuse of the Data or the Trade Marks by any person, including the Licensee Personnel, it shall promptly inform the LME of such misuse and at the LME's request and expense take all reasonable steps necessary to assist the LME or its licensors in protecting and enforcing its Intellectual Property Rights in the Data or Trade Marks. 9.6 This Agreement does not transfer any Intellectual Property Rights owned by from the LME to the Licensee, or otherwise give any right or permission to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing Rights, save those rights and shall make no comment or admission to any third party in respect thereofpermissions which are expressly identified herein. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.18.1. Unless otherwise agreedEach party shall remain the owner of all IP owned by it before the start of its relationship with the other party independently or created outside the scope of such relationship (“Background IP”). The Buyer shall remain the owner of IP, all Intellectual Property Rights arising from whether existing or future, relating to or created in the supply course of the Goods Supplier’s performance of its obligations under the Agreement and as such Supplier shall assign and shall procure that all third parties assign to the Buyer with full title guarantee, the IP rights in the deliverables, including any customisations to the Products/ Services, but excluding the Supplier’s Background IP. Where assignment of title is not legally feasible, Supplier hereby grants and shall procure that all third parties grant to Unilever/Buyer, a world-wide, perpetual, irrevocable, non-exclusive, assignable, royalty-free licence (with full right to sublicense) to use, reproduce, exploit, modify, alter or integrate the Products/ Services without restriction. For all copyright work created under this Agreement, Supplier shall complete and maintain a copyright record form containing all necessary information including the author, work, date and place. 8.2. Each Supplier shall permit the use of its and its affiliates' Background IP, to AHDB together with the extent reasonably necessary in order for any other informationUGC and its respective suppliers, knowledgecopackers and repackers to utilize customized IP owned or licensed by any UGC (“Unilever IP“) under the Agreement to make, ideause, designmodify, materialincorporate, develop or supply the Products/ Services. 8.3. The Supplier a) shall supply all Products/ Services that require Unilever IP exclusively for each Buyer and (b) shall not and shall procure that its affiliates do not supply such Products/ Services or any components that contain Unilever IP (or any products which embody any Unilever IP) to, or invention permit them to be provided, distributed or sold, directly or indirectly, to any person other than a UGC or a third party nominated by a UGC, including co-manufacturers, copackers and repackers ("Third Party"). No Supplier shall sell, market or distribute any expression of lookalikes, counterfeit, defective or surplus products containing or embodying any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBUnilever IP. 10.28.4. The Supplier shall fully disclose ensure all such arising Intellectual Property Rights to AHDB and shall not use them defective, obsolete or excess materials containing Unilever IP are rendered unsuitable for its own purposes or those of any third party nor disclose them without the prior written consent of AHDBusage. The Supplier at the request and expense shall provide evidence of AHDB will take all measures which may be necessary compliance with this provision to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property RightsBuyer when required. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed12.1 Each party’s pre-existing or background Intellectual Property Rights shall at all times remain vested in and the property of the relevant party. 12.2 All Intellectual Property Rights in the Data, as well as the data produced by the Services from the Data, shall belong to and remain vested in the Client save for any and all enabling software or test data resident on DSI’s systems or used by DSI for the provision of the Services. 12.3 DSI retains all Intellectual Property Rights arising from in its proprietary technologies, business processes and methods, and all improvements thereto, that it discloses or deploys in the supply course of providing the Goods Services. If, in the course of or as a result of any Services provided by DSI to the Client, DSI or its employees or agents creates any document or other material protected by any Intellectual Property Rights, it is agreed that all legal and Services beneficial rights therein shall be owned by DSI, and the Client shall have no rights therein beyond a non-exclusive licence for the duration of this Agreement to AHDB together with make copies for its own internal use of any document (but not of any other information, knowledge, idea, design, material, or invention and any expression of any idea created ) which may be delivered to the Client by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2DSI. The Supplier shall fully disclose all Client hereby waives any Intellectual Property Rights it may have in such arising document or material and assigns by way of present and future assignment any Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDBDSI. The Supplier at the request and expense of AHDB will take all measures Client shall execute any assignment or other instrument which may be necessary to vest ownership give effect to this provision. If the Client wishes to have such rights assigned to it or to have a more extensive licence, and DSI agrees, DSI reserves the right to make an additional charge. 12.4 The Client shall indemnify DSI against any and all liabilities, damages, obligations, claims, demands, reasonable costs and expenses (including reasonable legal fees) arising in any jurisdiction (whether arising from infringement (or alleged infringement) of such any Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rightscause whatsoever) by reason of: a) work carried out by DSI, its agents or employees in accordance with directions or specifications given by the Client; or b) the use by DSI of any software or other materials assigned, licensed or otherwise made available to DSI by the Client pursuant to this Agreement or otherwise. 12.5 DSI shall notify the Client within seven days of receipt of any claim and, unless the Client shall fail to assume the conduct of the defence within a reasonable period: a) shall make no admission relating to the claim without the consent of the Client (such consent not to be unreasonably withheld or delayed); 10.3.2. ensure that it is b) shall allow the Client full discretion to conduct or settle all negotiations and remains entitled proceedings, subject to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract;receiving reasonable security for costs and damages; and 10.3.3. co-operate with and assist AHDB c) shall give the Client all reasonable assistance in obtaining and/or enforcing any and all rights in such Intellectual Propertyrespect thereof. 10.4. If a claim 12.6 DSI reserves the right to decline to process or print any material which in its reasonable opinion is made that the possession or use by AHDB may be unlawful, offensive, defamatory or in breach of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights or other rights of a third party and shall not be in breach of this Agreement for any failure to provide Services in accordance with the terms hereof which results from such declining. 12.7 Should DSI in the provision of Services process or print any material which is subsequently held to be unlawful, offensive, defamatory or in breach of the Intellectual Property Rights or other rights of a third party, or in the Supplier's Client shall indemnify and keep indemnified DSI against any and all liabilities, damages, obligations, claims, demands, reasonable opinion such a claim is likely to be made, the Supplier shall promptly costs and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contractexpenses (including reasonable legal fees) resulting therefrom. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB 12.8 The provisions of this Clause 12 are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use expressly agreed by the Supplier shall be allowed only within the limits of the purpose parties to survive any termination of this Contract or another written contract between the PartiesAgreement, however arising. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1(a) Promptly after the Effective Date and thereafter, IDC shall provide or cause to be provided to MedImmune or its counsel a copy of the patent office files with respect to filing and prosecution of the IDC Patent Rights licensed to MedImmune under this Agreement. Unless otherwise agreedAt the cost and expense of IDC, with counsel selected by IDC (if such counsel is outside counsel, such outside counsel shall be acceptable to MedImmune), IDC shall be responsible for filing, prosecuting and maintaining the IDC Patent Rights licensed to MedImmune that are owned by IDC and to the extent permitted under a Technology Acquisition Agreement, IDC Patent Rights licensed to IDC and shall be responsible for determining the strategy with respect thereto. IDC shall provide to MedImmune copies of all Intellectual Property Rights arising material office actions and other material documents filed with or received from the supply U.S. Patent and Trademark Office and other patent offices by IDC after the Effective Date that relate to the filing, prosecution, and maintenance of the Goods IDC Patent Rights relating to the Product in the Field, in sufficient time prior to the filing of such application, response or request to allow for review and Services comment by MedImmune. IDC shall reasonably consider such comments timely received from MedImmune (e.g., within *** after receipt of the document from IDC) as to AHDB together with any such IDC Patent Rights relating to the Product in the Field (recognizing that IDC shall also be entitled to take into account its and its other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2licensees’ views). The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and IDC shall not use them for its own purposes finally abandon or those allow to finally lapse any claim of any third party nor disclose them such IDC Patent Rights without the prior written consent of AHDBMedImmune. In the event that IDC declines to prepare, file, prosecute or maintain any such IDC Patent Rights in any country, IDC shall give MedImmune reasonable advance notice to this effect and thereafter MedImmune shall have the right to cause IDC to prepare, file, prosecute or maintain such IDC Patents in such country in the name of IDC and at the expense of MedImmune, which amounts shall be paid *** and *** with respect to such IDC Patent Rights in such country; provided, that *** shall not cause the *** in *** to be ***. (b) MedImmune shall have the right to prepare, file, prosecute and maintain Joint Patents in the name of MedImmune and IDC and at the expense of MedImmune. In the event that MedImmune declines to prepare, file, prosecute and maintain any Joint Patent, MedImmune shall give IDC reasonable advance notice to this effect and thereafter IDC shall have the right to prepare, file, prosecute and maintain such Joint Patent in the name of MedImmune and IDC and at the expense of IDC. The Supplier at the request prosecuting Party shall consult and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with the other Party in connection with the preparation, filing, prosecution and assist AHDB maintenance of the Joint Patents, with the objective of achieving valid and enforceable claims. Each party shall have an opportunity to review and comment on any papers to be filed in obtaining and/or enforcing any patent office with respect to Joint Patents prior to their submission. The Parties shall jointly decide on the content of all submissions. (c) MedImmune shall have the exclusive right and option to file and prosecute any and all rights in such Intellectual PropertyPatent Rights solely owned by MedImmune, at MedImmune’s expense and with counsel selected by MedImmune. 10.4(a) Each Party shall give the other Party notice of either (1) any actual or suspected infringement of IDC Patent Rights in the Territory, or (2) any actual or suspected misappropriation or misuse of IDC Know-How that comes to the Party’s attention. The notice requirements of this Section 5.2(a) shall be limited to those circumstances where the actual or suspected infringement, misappropriation or misuse is *** of Product in the Field. (b) With respect to the alleged infringement by a Third Party of IDC Patent Rights or misappropriation or misuse of IDC Know-How by *** in the Territory (a “Product Infringement”), as between IDC and MedImmune, IDC will have the first right (but not the obligation) to bring any infringement action or proceeding against such Product Infringement, at the cost and expense of IDC, by counsel of its own choice. MedImmune will have the right, at its own cost and expense, to be represented in any such action by counsel of its own choice, ***. If IDC decides not to bring or fails to bring such an action or take other substantial action to ▇▇▇▇▇ the Product Infringement within *** of written notice of a Product Infringement from either Party in accordance with Section 5.2(a), then MedImmune will have the right (but not the obligation) to bring such action at the cost and expense of MedImmune with counsel selected by MedImmune, subject to the Technology Acquisition Agreements. IDC at its cost and expense, will have the right to be represented by counsel in any such action brought by MedImmune. (c) For any action by IDC pursuant to Section 5.2(b) to terminate any Product Infringement of IDC Patent Rights, in the event that IDC is unable to initiate or prosecute such action solely in its own name, MedImmune will join such action voluntarily and will execute and cause its Affiliates and Sublicensees to execute all documents necessary for IDC to initiate litigation to prosecute and maintain such action. For any action pursuant to Section 5.2(b) to terminate any Product Infringement of IDC Patent Rights that MedImmune is entitled to bring, in the event that MedImmune is unable to initiate or prosecute such action solely in its own name, IDC will join such action voluntarily and will execute and cause its Affiliates, and, to the extent that IDC has the right to require a licensor to do so, its licensors to execute all documents necessary for MedImmune to initiate litigation to prosecute and maintain such action. In connection with any action, MedImmune and IDC will cooperate fully and will provide each other with any information or assistance that the other may reasonably request, at the expense of the enforcing Party. Subject to any protective order, the enforcing Party will provide copies of all material court filings and give due respect to the views of the non-enforcing Party. The Party bringing the action will have the right to control such action, including the settlement thereof, provided, however, that neither party shall settle or compromise any claim or proceeding that adversely affects the scope, validity or enforceability of any IDC Patent Right owned by IDC and licensed to MedImmune unless agreed to in writing by both Parties, which consent shall not be unreasonably withheld. Any damages or other monetary awards recovered pursuant to any suit, proceeding or other legal action taken under this Section 5.2 will be allocated first to the costs and expenses of the Party prosecuting the suit, and second to the costs and expenses (if any) of the other Party that were authorized by the Party prosecuting the suit and not otherwise reimbursed, with any remaining amounts (if any) to be allocated to the Party prosecuting suit and *** under this Agreement. (d) IDC shall inform MedImmune of any certification regarding any IDC Patent Rights in the United States it has received pursuant to either *** or its successor provisions or any similar provisions in the Territory and shall provide MedImmune with a copy of such certification within *** of receipt. IDC’s and MedImmune’s rights with respect to the initiation and prosecution of any legal action as a result of such certification or any recovery obtained as a result of such legal action shall be as defined in Section 5.2(b), and (c). (e) In the event that a Third Party files a declaratory judgment action or any other type of action or proceeding with respect to any IDC Patent Rights against either Party or both Parties in the Territory, such Party shall provide written notice thereof to the other Party within *** thereafter. IDC shall have the first right within its sole discretion, but not the obligation, to control the defense thereof with attorneys selected by IDC, at the cost and expense of IDC. IDC shall promptly notify MedImmune as to whether IDC shall defend such action and if MedImmune does not receive such notice, MedImmune shall have the right but not the obligation to defend such action. The defending Party shall not settle or compromise such an action or proceeding in a manner that materially adversely affects the scope, validity or enforceability of any IDC Patent Rights in the Territory without the written consent of the other Party, which consent shall not be withheld unreasonably. If a claim defending Party is made that unable to defend such action solely in its own name, the possession other Party shall join such action voluntarily and shall execute and cause its Affiliates and sublicensees to execute all documents necessary for the defending Party to defend such action. The defending Party shall keep the other Party reasonably informed of the course of such action. 5.3 The Parties shall discuss with each other obtaining patent term extension, such as extension under 35 U.S.C. § 156, patent term restoration or use by AHDB of supplemental protection certificates or their equivalents in any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or country in the Supplier's reasonable opinion such a claim is likely Territory with respect to be made, IDC Patent Rights owned by IDC and to the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB extent IDC has the right to continue using do so, also IDC Patent Rights licensed under a Technology Acquisition Agreement in each case that contain a claim that would be infringed by manufacture, use or sale of a Product in the materials which were Field. However, ***. 5.4 IDC shall own all right, title and interest in and to Inventions and Know-How made solely by employees of IDC and the subject intellectual property rights therein. 5.5 MedImmune shall solely own all right, title and interest in and to Inventions and Know-How made solely by employees or contractors of MedImmune or its Affiliates and the intellectual property rights therein. 5.6 Except to the extent precluded by any Technology Acquisition Agreement, IDC and MedImmune shall jointly own Inventions and Know-How made jointly by one or more employees or contractors of IDC or its Affiliates and one or more employees or contractors of MedImmune or its Affiliates in connection with this Agreement and the intellectual property rights therein (“Joint Inventions”). Joint Inventions shall be licensed to MedImmune under Section 2.1 of this Agreement to the extent useful to research, develop, use, manufacture, sell, offer for sale, or import Adjuvant in the Field and/or a combination of Adjuvant and Vaccine Product for use in the Field. Except as exclusively licensed herein, each Party shall have the right to license or grant rights to Joint Inventions and the intellectual property rights therein for research, commercial and other purposes without the consent of the claim; or 10.4.2. modify other Party or replace a duty to account to the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contractother Party. 10.5. If 5.7 For the Supplier becomes aware that purposes of Sections 5.4, 5.5 and 5.6 the making of any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier Invention shall be allowed only within the limits of the purpose of this Contract or another written contract between the Partiesdetermined in accordance with U.S. patent laws. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreedI agree to assist the Company, all Intellectual Property Rights arising from or its designee, at the supply Company’s expense, in every way to secure the rights of the Goods Company in the Developments and Services to AHDB together with any other informationcopyrights, knowledgepatents, ideatrademarks, designservice marks, materialdatabase rights, domain names, mask work rights, moral rights, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive other intellectual property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights rights relating thereto in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company the sole and exclusive right, title and interest in and to such Intellectual Property. 10.4Developments, and any intellectual property or other proprietary rights relating thereto. If a claim is made I further agree that the possession my obligation to execute or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely cause to be madeexecuted, when it is in my power to do so, any such instrument or papers shall continue after the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Supplier Company shall promptly and at its cost either: 10.4.1. obtain reimburse me for AHDB my reasonable expenses incurred in connection with carrying out the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5foregoing obligation. If the Supplier becomes aware that Company is unable because of my mental or physical incapacity or unavailability for any person alleges that any Intellectual Property Rights owned by other reason to secure my signature to apply for or to be vested pursue any application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in AHDB are invalid fact, to act for and in my behalf and stead only to execute and file any such applications or that use records and only to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of such Intellectual Property Rights infringes letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materialsclaims, productsof any nature whatsoever, sampleswhich I now or hereafter have for past, documents present or future infringement of any and information provided by AHDB all proprietary rights assigned to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the PartiesCompany hereunder. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 18.1 All Intellectual Property Rights in any materials created or developed by the Supplier pursuant to this Agreement or any Contract or arising from as a result of the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rightsand/or Services, including if necessary doing all such acts the Deliverables, shall vest in UKRI. If, and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure extent, that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence before the Commencement Date. 10.7.1. For the avoidance of doubtany such Intellectual Property Rights, Condition 10.1 shall not apply in relation to pre- existing all its Intellectual Property Rights in software that has been modified such materials (with full title guarantee and free from all third party rights). 18.2 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at AHDB’s expense to enable any future time entitled under Chapter IV of Part I of the performance Copyright Designs and Patents Act 1988 or any similar provisions of this Contract. Any use of such modified software by the law in any jurisdiction. 18.3 The Supplier other than shall, promptly at the request of AHDB shall UKRI, do (or procure to be subject done) all such further acts and things and execute all such other documents as UKRI may from time to time require for the purpose of securing for UKRI the full benefit of the Agreement and any Contract, including all rights, title and interest in and to the prior agreement Intellectual Property Rights assigned to UKRI in accordance with clause 18.1. 18.4 All Intellectual Property Rights in any materials provided by UKRI to the Supplier shall remain the property of AHDB UKRI. UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use: (a) any Intellectual Property Rights in Writingthe materials provided by UKRI to the Supplier; (b) any Intellectual Property Rights in the materials created or developed by the Supplier pursuant to this Agreement and any Intellectual Property Rights arising as a result of the provision of the Goods and/or Services, as required until termination or expiry of this Agreement (or as applicable the relevant Contract) for the sole purpose of enabling the Supplier to perform its obligations under the Agreement (or that Contract). 18.5 Without prejudice to clause 18.1, the Supplier hereby grants UKRI a perpetual, royalty-free, irrevocable and non-exclusive licence (with a right to sub-license) to use: (a) any Intellectual Property Rights vested in or licensed to the Supplier on the date of this Agreement to the extent not falling within clause 18.1; and (b) any Intellectual Property Rights created during the Term to the extent not falling within clause 18.1, including any modifications to or derivative versions of any such Intellectual Property Rights, which UKRI reasonably requires in order to exercise its rights and take the benefit of the Agreement including the Goods and/or Services provided.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods 3.1 CERES agrees to prepare and Services to AHDB together with any other information, knowledge, idea, design, materialfile, or invention have prepared and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rightsfiled, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all applications for plant variety rights or other forms of intellectual property protection for the LICENSED VARIETY in such Intellectual Propertythe United States. Applications for plant variety rights shall be filed in the name of CERES and NOBLE and patent applications in the name of CERES and NOBLE, CERES or NOBLE, depending on who owns the invention. At CERES’ discretion, plant variety rights and/or other forms of intellectual property protection may be filed in any other jurisdiction. 10.43.1.1 If CERES intends to abandon any plant variety rights, pending or granted in any jurisdiction, CERES shall first give sufficient written notice to NOBLE to permit NOBLE the opportunity to assume such filing, examination and/or maintenance without prejudice and Paragraph 2.10 of the MRA will apply. 3.1.2 Any application for plant variety rights shall reflect the COMMERCIAL NAME of the LICENSED VARIETY (Paragraph 5). 3.2 CERES and NOBLE will consult with regard to INTELLECTUAL PROPERTY RIGHTS. 3.3 The obligations of this paragraph shall not apply to any jurisdictions in which CERES has elected not to apply for intellectual property protection. If CERES and NOBLE shall avoid carrying out any act that would prejudice the grant of INTELLECTUAL PROPERTY RIGHTS. Without limitation, neither party shall make available reproductive material of the LICENSED VARIETY at a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, date or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB manner that might jeopardize the right to continue using seek INTELLECTUAL PROPERTY RIGHTS protection for the materials which were the subject LICENSED VARIETY. CERES, whether directly or through any SUBLICENSEE, shall not sell any seeds of the claim; orLICENSED VARIETY until such time as the requirements for INTELLECTUAL PROPERTY RIGHTS have been established. The provisions of this Paragraph 3.3 shall not restrict or otherwise penalize any Disclosure authorized pursuant to Paragraph 11.4 of this Agreement. 10.4.2. modify or replace the infringing part 3.4 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the materials so as to avoid the infringement LICENSED TERRITORY in which INTELLECTUAL PROPERTY RIGHTS exist that all bags or alleged infringement but in such a way that it complies with the representations containers supplied by CERES and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use SUBLICENSEE containing only seed of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission LICENSED VARIETY are clearly labeled to any third party in respect thereofshow that the LICENSED VARIETY is protected by INTELLECTUAL PROPERTY RIGHTS. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.17.1 The Seller warrants that neither the Goods nor the sale thereof covered by the Order will infringe upon or violate any trademarks, patents, copyright, inventions, designs, drawings, protectable creations and the like or other legal rights of third parties, whether or not capable of registration (“Intellectual Property Rights”). Unless otherwise agreedThe Seller indemnifies the Buyer against all actions, all claims, liability, loss, costs, attorneys' fees, expenses and damages due to or arising from any infringement of the Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDBparty. The Supplier Seller shall, at its own expense, if so requested by the request Buyer, defend the Buyer against all such claims, proceedings and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee suits and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. fully co-operate with and assist AHDB in obtaining and/or enforcing any and follow all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject lawful instructions of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party Buyer in respect thereof. 10.6. All AHDB's 7.2 In the event that the Goods become the subject of any actions or claims of infringement of Intellectual Property Rights and all materialsRights, productsthe Seller shall either, samplesin the shortest possible period, documents and information provided obtain the right for the Buyer to use the Goods, or modify or replace the Goods so that the infringement ends. Modification or replacement of the Goods shall never result in a decrease or reduction of the functionality or fitness of the Goods for the particular purpose for which the Goods were ordered by AHDB the Buyer. If the Seller fails to carry out its obligations as set out herein, the Buyer, with 5 (five) business days advance notice to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier Seller, shall be allowed only within entitled to take such actions as it deems necessary and to recover the limits total cost of the purpose of this Contract or another written contract between Goods from the PartiesSeller. 10.7. This Contract 7.3 Patentable inventions and protectable creations as well as their results, insofar as they arise from the Order, shall not affect belong to the ownership Buyer unless the Seller establishes that they arise from the Seller's sole inventive capacity, and were developed independently of the Order. 7.4 Where the Seller has (or will acquire) any Intellectual Property Rights in existence before respect of the Commencement Date. 10.7.1. For Goods, or any software relating thereto, it shall grant to the avoidance of doubtBuyer a perpetual, Condition 10.1 shall not apply in relation non- exclusive licence to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable use the performance of this Contract. Any use of such modified software Goods for the purpose for which they were ordered by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in WritingBuyer.

Intellectual Property Rights. 10.112.1 The Seller grants to the Buyer a non-exclusive, eternal, irrevocable, global and transferable right to use any intellectual property rights regarding goods and/or services provided by the Seller. Unless otherwise agreed, all Intellectual Property Rights This right of use includes the rights to grant such right of use to (possible) purchasers or other third parties with whom the Buyer has relations in respect of the running of its business. 12.2 The Seller guarantees that the use (including resale) of goods supplied or services provided by the Seller will not infringe any intellectual property rights or other (property) rights of third parties. 12.3 The Seller indemnifies the Buyer against any claims by third parties arising from any infringement on the supply rights set out in article 12.2 of these general purchase conditions and the Seller shall compensate the Buyer for any ensuing losses. 12.4 Insofar as the Buyer makes available to the Seller any means of which the Buyer possesses an intellectual property right, such as but not limited to drawings, sketches, diagrams, specifications, computation notes, engineering documents and other documents relating to the order, the Seller acknowledges that the Buyer is and shall at all times remain the owner of such means and that the Seller shall not obtain any intellectual property rights or title as regards such means. The Seller shall manage all means referred to in this paragraph at its own risk and expenses and keep them strictly confidential. The Seller commits himself not to use the means for or have the means used by third parties unless the Seller has been authorized in writing by the Buyer to do so. Article 13 applies mutatis mutandis to any means referred to in this article 12.4. 12.5 If the Seller, within the scope of the Goods Agreement, develops goods, in the largest possible sense of the word, for the Buyer, then any intellectual property rights to be invoked shall accrue exclusively to the Buyer. Any fee for this shall be deemed to be included in the agreed price of the goods. Insofar as necessary the Seller shall render full assistance in the creation or the transfer of such rights to the Buyer. Drawings, specifications and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created documents prepared by the Supplier (or its agents or employees) Seller pursuant to this Agreement shall be become the exclusive property of AHDB. 10.2. The Supplier the Buyer, and the Seller shall fully disclose all such arising Intellectual Property Rights properly mark them as Buyer’s property, and not claim or try to AHDB and shall not use them for its own purposes or those of file any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral intellectual property rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed8.1 In respect of the Products, the Deliverables and any other works created by the Supplier in furtherance of the Contract, the Supplier warrants and represents that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to Ornua, it will have full and unrestricted rights to sell and transfer all such items to Ornua. 8.2 The Supplier warrants and represents that neither the Products nor the Deliverables, nor Ornua’s use thereof for the purpose intended, will infringe any Intellectual Property Rights. 8.3 Ornua reserves the right to reject Products or Deliverables for breach of conditions 8.1 or 8.2 notwithstanding any previous acceptance thereof.‌ 8.4 Without prejudice to the accrued rights of Ornua, the Supplier shall use its reasonable endeavours to remedy any breach of its warranty under condition 8.2 at the earliest possible moment either by securing, at its own expense, the right for Ornua to continue use or operation of the Products or the Deliverables by procuring a licence in respect of the right infringed, or by modifying or replacing at its own expense such part or parts of the Products or the Deliverables as is necessary to render them non-infringing and without any change in quality or performance. 8.5 The Contract is for outright purchase of the Products or Deliverables specified. (a) Where such Products or Deliverables are bespoke products designed, made or performed specially for Ornua, all Intellectual Property Rights arising from the supply therein shall pass to Ornua upon acceptance of the Goods Products or Deliverables or upon termination of the Contract, including the right on the part of Ornua to protect the same by any Intellectual Property Right, and the Supplier warrants and represents that it has full right and power to grant or assign all such rights to Ornua without limitation as to the manner of use thereof. (b) Where such Products or Deliverables are “off-the-shelf” products, Supplier grants to Ornua, or shall procure the direct grant to Ornua of, a fully paid-up, worldwide, non-exclusive, royalty- free perpetual and irrevocable licence to sell or use the Products in its business and/or to use the Deliverables for the purpose of receiving or using the Services and such licence shall be freely transferable to Ornua’s affiliates. 8.6 The Supplier shall, promptly at Ornua's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as Ornua may from time to time require for the purpose of securing for Ornua the full benefit of the Contract, including any right, title and interest in and to the Intellectual Property Rights assigned or licensed to Ornua under this clause 8. 8.7 Ornua grants the Supplier a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy any Ornua Materials provided to the Supplier for the term of the Contract for the purpose of providing the Products and/or Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be Ornua. 8.8 All Ornua Materials are the exclusive property of AHDB. 10.2Ornua. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which Ornua Materials may only be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use used by the Supplier shall be allowed only within the limits of for the purpose of this Contract or another written contract between supplying the PartiesServices. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed3.1 CERES will prepare and file, all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together in accordance with any other informationits best judgment, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all applications for plant variety rights or other forms of intellectual property protection or variety registration for the LICENSED VARIETY in such Intellectual Propertythe United States and/or Europe. Applications for plant variety rights shall be filed in the joint names of CERES and IGER. At CERES’ discretion, plant variety rights and/or other forms of intellectual property protection may be filed in any other jurisdiction in the TERRITORY. 10.43.2 If CERES intends to abandon any plant variety rights, pending or granted in any jurisdiction, CERES shall first give sufficient written notice to IGER to permit IGER the opportunity to assume such filing, examination and/or maintenance. 3.3 CERES and IGER will consult with regard to INTELLECTUAL PROPERTY RIGHTS. 3.4 The obligations of this Article 3.4 shall not apply to any jurisdictions in which CERES has elected not to apply for intellectual property protection. If CERES and IGER shall avoid carrying out any act that would prejudice the grant of INTELLECTUAL PROPERTY RIGHTS. Without limitation, neither Party shall make available reproductive material of the LICENSED VARIETY at a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, date or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB manner that might jeopardize the right to continue using seek INTELLECTUAL PROPERTY RIGHTS protection for the materials which were the subject LICENSED VARIETY. CERES, whether directly or through any SUBLICENSEE, shall not sell any propagules of the claim; orLICENSED VARIETY until such time as the requirements for INTELLECTUAL PROPERTY RIGHTS have been established. 10.4.2. modify or replace the infringing part 3.5 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the materials so as to avoid the infringement TERRITORY in which INTELLECTUAL PROPERTY RIGHTS exist that all bags or alleged infringement but in such a way that it complies with the representations containers supplied by CERES and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use SUBLICENSEE containing only propagules of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission LICENSED VARIETY are clearly labeled to any third party in respect thereofshow that the LICENSED VARIETY is protected by INTELLECTUAL PROPERTY RIGHTS. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.15.1 You acknowledge that all intellectual property rights in the Software throughout the world belong to IES, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this Agreement. Unless Any performance components or Excluded Scripts created by you, or on your behalf, will be owned by IES however you will be able to use them along with the rest of the Software in accordance with the terms of this Licence. IES grant you a royalty free unlimited license to distribute Excluded Scripts created by you for use in the Purpose within your company. We will not sell or otherwise agreedcommercialise the performance component or Excluded Script you created to anyone else except where a prior express commercial agreement has been entered into between IES and you. Accordingly, you hereby assign to IES, by way of present assignation of future rights, all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, materialintellectual property rights created by you or on your behalf when incorporating new or additional performance components, or invention and any expression of any idea Excluded Scripts into the Software. Where the intellectual property rights in such performance components are created by a third party on your behalf, you shall procure that the Supplier (or its agents or employees) shall be the exclusive intellectual property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of rights created by any third party nor disclose them without the prior written consent of AHDBare assigned to you. The Supplier at the request You undertake to execute all documents and expense of AHDB will take perform all measures which may be actions reasonably necessary to vest ownership give effect to the foregoing. 5.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments. 5.3 The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of IES are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorised removal or circumvention of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property RightsTPM. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 17.1 All Intellectual Property Rights in any materials created or developed by the Supplier pursuant to this Contract or arising from as a result of the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rightsand/or Services, including if necessary doing all such acts the Deliverables, shall vest in UKRI. If, and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure extent, that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence before the Commencement Date. 10.7.1. For the avoidance of doubtany such Intellectual Property Rights, Condition 10.1 shall not apply in relation to pre- existing all its Intellectual Property Rights in software that has been modified such materials (with full title guarantee and free from all third party rights). 17.2 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at AHDB’s expense to enable any future time entitled under Chapter IV of Part I of the performance Copyright Designs and Patents Act 1988 or any similar provisions of this Contract. Any use of such modified software by the law in any jurisdiction. 17.3 The Supplier other than shall, promptly at the request of AHDB shall UKRI, do (or procure to be subject done) all such further acts and things and execute all such other documents as UKRI may from time to time require for the purpose of securing for UKRI the full benefit of the Contract, including all rights, title and interest in and to the prior agreement Intellectual Property Rights assigned to UKRI in accordance with clause 17.1. 17.4 All Intellectual Property Rights in any materials provided by UKRI to the Supplier shall remain the property of AHDB UKRI. UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use: (a) any Intellectual Property Rights in Writingthe materials provided by UKRI to the Supplier; (b) any Intellectual Property Rights in the materials created or developed by the Supplier pursuant to this Contract and any Intellectual Property Rights arising as a result of the provision of the Goods and/or Services, as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract.

Intellectual Property Rights. 10.121.1 SUPPLIER warrants that the Products and/or Services provided in accordance to the Agreement does not infringe and will not cause the existing CMI systems or the operation and use thereof to infringe any intellectual property rights. 21.2 SUPPLIER shall bear all costs relating to all kinds of intellectual property right of the Products and/or Services and any component thereof and shall be responsible for ensuring that CMI has all the necessary rights to use the Products and/or Services. 21.3 SUPPLIER shall indemnify CMI against all liabilities, costs, charges, final judgments or settlements arising out of all actions, claims, demands and proceedings brought against CMI on the basis that the operation and/or possession of the Products and/or Services infringes any intellectual property rights of any third party. Unless otherwise agreedSuch indemnity shall include any and all costs which arise out of CMI’s use of anything which SUPPLIER supplies pursuance to the Agreement provided that CMI: (a) notifies SUPPLIER promptly if any infringement is alleged; and (b) makes no admission without SUPPLIER’s written consent; and (c) assists SUPPLIER as is reasonable, at SUPPLIER’s expense, in conducting all Intellectual Property Rights arising from negotiations and litigation. 21.4 If at any time any allegation of infringement of third party’s intellectual property rights is made, in respect of the supply of the Goods and Services to AHDB together with any other informationProducts and/or Services, knowledgeSUPPLIER shall, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for at its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request expense and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be mademost expedient manner, the Supplier shall promptly and at its cost either: 10.4.1. obtain (a) procure for AHDB CMI the right to continue using to use the materials which were the subject of the claimProducts and/or Services or part thereof so affected; or 10.4.2. (b) without entailing a material diminution in performance or function, replace or modify the Products and/or Services so that there is no longer any infringement or third-party relief applicable. 21.5 If SUPPLIER is unable to fulfil either clause 21.4(a) or 21.4(b) as aforesaid within a reasonable period, CMI may forthwith at its opinion reject the Products and/or Services and terminate the Agreement for cause by written notice. 21.6 The indemnification to be paid by SUPPLIER under clause 21.3 above shall not include compensation for indirect or consequential damages. 21.7 Should CMI’s use of the Products and/or Services be prevented or seriously impaired due to SUPPLIER having to modify or replace the infringing part of the materials so as Products and/or Services under clause 21.4(b), SUPPLIER shall pay to avoid the infringement or alleged infringement but in CMI liquidated damages for such a way that it complies with the representations and warranties in this Contracttime. 10.5. If 21.8 Nothing in the Supplier becomes aware that Agreement shall grant, assign or confer any person alleges that right, including any Intellectual Property Rights owned by or intellectual property right in the CMI Materials to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereofSUPPLIER. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from 11.1 The Licensor shall defend at its own expense any claim brought against the supply Licensee alleging that the Use of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract Licensed Program Materials infringes the Intellectual Property Rights of a third partyparty ('Intellectual Property Claim') and the Licensor shall pay all costs and damages awarded or agreed to in settlement of an Intellectual Property Claim provided that the Licensee: a) furnishes the Licensor with prompt written notice of the Intellectual Property Claim; b) provides the Licensor with reasonable assistance in respect of the Intellectual Property Claim; c) gives to the Licensor the sole authority to defend or settle the Intellectual Property Claim. 11.2 If, or in the SupplierLicensor's reasonable opinion such a claim is likely to be madeopinion, the Supplier Use of the Licensed Program Materials are or may become the subject of an Intellectual Property Claim then the Licensor shall promptly and at its cost either: 10.4.1. a) obtain for AHDB the Licensee the right to continue using the materials Licensed Program Materials which were are the subject of the claimIntellectual Property Claim; or 10.4.2. modify or b) replace or, with the infringing part written consent of the materials Licensee, modify the Licensed Program Materials which are the subject of the Intellectual Property Claim so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contractthey become non-infringing. 10.5. 11.3 If the Supplier becomes aware that any person alleges that remedies set out in clause 11.2 above are not in the Licensor's opinion reasonably available, then the Licensee shall return the Licensed Program Materials which are the subject of the Intellectual Property Claim and the Licensor shall refund to the Licensee the corresponding portion of the Licence Fee, as normally depreciated, whereupon this Agreement shall immediately terminate. 11.4 The Licensor shall have no liability for any Intellectual Property Rights owned by Claim resulting from the Use of the Licensed Program Materials in combination with any equipment (other than the Equipment) or to be vested in AHDB are invalid programs not supplied or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use approved by the Supplier shall be allowed only within the limits Licensor or any modification of any item of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software Licensed Programs by the Supplier a party other than at the request of AHDB shall be subject to the prior agreement of AHDB in WritingLicensor or its authorised agent.

Intellectual Property Rights. 10.1. Unless otherwise agreed7.1 Supplier warrants that the sale or use of goods, all Intellectual Property Rights arising from or the supply performance or provision of the Goods and Services to AHDB together with Deliverables will not violate or infringe any Philippines or foreign copyright, patent, trademark, registered design or any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.37.2 Supplier warrants that all Intellectual Property Rights on the pre-existing materials used by Supplier in the provision of Deliverables to Accenture are owned by the Supplier. The Notwithstanding the above, the Supplier shall: 10.3.1. ensure that each person who is engaged in relation hereby grants Accenture an irrevocable license to the Contract is engaged on terms which do not entitle him to copyright use, copy or modify such pre-existing materials for internal business purposes, free of royalty payments or any other arising charges. 7.3 The Intellectual Property Rights; 10.3.2Rights in all works of authorship developed or created by Supplier in the course of provision of Deliverables ("Project Materials") shall immediately and exclusively vest in Accenture. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made In the event that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes Supplier requests and Accenture grants written consent that the Intellectual Property Rights of a for specific Project Materials be not assigned to Accenture, Supplier shall grant to Accenture and its affiliates an irrevocable royalty-free license to use, copy or modify the Project Materials, with right to sub-license such Project Materials to third party, or in parties for the purposes intended by Accenture upon notice to Supplier's reasonable opinion such a claim is likely to be made. 7.4 To the extent permissible under the applicable law, the Supplier shall promptly hereby waives all moral rights (as defined under the Law on Copyright, RA No. 8293) in the Project Materials supplied hereunder in so far as they relate to Accenture and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way agrees that it complies has obtained all waivers of moral rights and consents from any employee, agent, subcontractor or other third party necessary to comply with its obligations under this Clause 7. 7.5 Any drawings, specifications, data, documents, and other information provided by Accenture to the Supplier in connection with the representations Purchase Order and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any all Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) therein shall remain the property of AHDB. Their use by Accenture, and the Supplier shall be allowed only within at all times keep confidential all such information. Supplier shall take adequate procedures to protect the limits secrecy of such drawings, specifications, data, documents, and other information, and shall return the same to Accenture upon completion of the purpose of this Contract or another written contract between the PartiesPurchase Order. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 18.1 All Intellectual Property Rights in any materials created or developed by the Supplier pursuant to this Agreement or any Contract or arising from as a result of the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rightsand/or Services, including if necessary doing all such acts the Deliverables, shall vest in UKRI. If, and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure extent, that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence before the Commencement Date. 10.7.1. For the avoidance of doubtany such Intellectual Property Rights, Condition 10.1 shall not apply in relation to pre- existing all its Intellectual Property Rights in software that has been modified such materials (with full title guarantee and free from all third party rights). 18.2 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at AHDB’s expense to enable any future time entitled under Chapter IV of Part I of the performance Copyright Designs and Patents Act 1988 or any similar provisions of this Contract. Any use of such modified software by the law in any jurisdiction. 18.3 The Supplier other than shall, promptly at the request of AHDB shall UKRI, do (or procure to be subject done) all such further acts and things and execute all such other documents as UKRI may from time to time require for the purpose of securing for UKRI the full benefit of the Agreement and any Contract, including all rights, title and interest in and to the prior agreement Intellectual Property Rights assigned to UKRI in accordance with clause 18.1. 18.4 All Intellectual Property Rights in any materials provided by UKRI to the Supplier shall remain the property of AHDB UKRI. UKRI hereby grants the Supplier a royalty-free, non-exclusive and non- transferable licence to use: (a) any Intellectual Property Rights in Writingthe materials provided by UKRI to the Supplier; (b) any Intellectual Property Rights in the materials created or developed by the Supplier pursuant to this Agreement and any Intellectual Property Rights arising as a result of the provision of the Goods and/or Services, as required until termination or expiry of this Agreement (or as applicable the relevant Contract) for the sole purpose of enabling the Supplier to perform its obligations under the Agreement (or that Contract). 18.5 Without prejudice to clause 18.1, the Supplier hereby grants UKRI a perpetual, royalty-free, irrevocable and non-exclusive licence (with a right to sub-license) to use: (a) any Intellectual Property Rights vested in or licensed to the Supplier on the date of this Agreement to the extent not falling within clause 18.1; and (b) any Intellectual Property Rights created during the Term to the extent not falling within clause 18.1, including any modifications to or derivative versions of any such Intellectual Property Rights, which UKRI reasonably requires in order to exercise its rights and take the benefit of the Agreement including the Goods and/or Services provided.

Intellectual Property Rights. 10.17.1 The Seller warrants that neither the Goods nor the sale thereof covered by the Order will infringe upon or violate any trademarks, patents, copyright, inventions, designs, drawings, protectable creations and the like or other legal rights of third parties, whether or not capable of registration (“Intellectual Property Rights”). Unless otherwise agreedThe Seller indemnifies the Buyer against all actions, all claims, liability, loss, costs, attorneys' fees, expenses and damages due to or arising from any infringement of the Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDBparty. The Supplier Seller shall, at its own expense, if so requested by the request Buyer, defend the Buyer against all such claims, proceedings and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee suits and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. fully co-operate with and assist AHDB in obtaining and/or enforcing any and follow all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject lawful instructions of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party Buyer in respect thereof. 10.6. All AHDB's 7.2 In the event that the Goods become the subject of any actions or claims of infringement of Intellectual Property Rights and all materialsRights, productsthe Seller shall either, samplesin the shortest possible period, documents and information provided obtain the right for the Buyer to use the Goods, or modify or replace the Goods so that the infringement ends. Modification or replacement of the Goods shall never result in a decrease or reduction of the functionality or fitness of the Goods for the particular purpose for which the Goods were ordered by AHDB the Buyer. If the Seller fails to carry out its obligations as set out herein, the Buyer, with five business days advance notice to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier Seller, shall be allowed only within entitled to take such actions as it deems necessary and to recover the limits total cost of the purpose of this Contract or another written contract between Goods from the PartiesSeller. 10.7. This Contract 7.3 Patentable inventions and protectable creations as well as their results, insofar as they arise from the Order, shall not affect belong to the ownership Buyer unless the Seller establishes that they arise from the Seller's sole inventive capacity, and were developed independently of the Order. 7.4 Where the Seller has (or will acquire) any Intellectual Property Rights in existence before respect of the Commencement Date. 10.7.1. For Goods, or any software relating thereto, it shall grant to the avoidance of doubtBuyer a perpetual, Condition 10.1 shall not apply in relation non- exclusive licence to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable use the performance of this Contract. Any use of such modified software Goods for the purpose for which they were ordered by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in WritingBuyer.

Intellectual Property Rights. 10.1. Unless otherwise agreed, 31.1 The Service Provider agrees and acknowledges that all Intellectual Property Rights created or developed in the provision of the Services or otherwise arising from or in connection with the supply Services, this Agreement or a Contract, including all Intellectual Property Rights created or developed by or on behalf of the Goods Service Provider or the Temporary Workers, shall vest in and Services belong absolutely and exclusively to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier Authority (or its agents or employees) shall be the exclusive property of AHDB. 10.2nominee). The Supplier Service Provider hereby assigns, or shall fully disclose procure the assignment of, with full title guarantee and at no charge or royalty all such arising Intellectual Property Rights capable of present assignment to AHDB and shall the Authority (or its nominee) together with the right to sue for past infringement. Where such future rights cannot use them for its own purposes or those of any third party nor disclose them without be assigned by present assignment the prior written consent of AHDB. The Supplier at the request and expense of AHDB will Service Provider agrees to take all measures which such steps and do all such things, including executing all documents, as may be necessary to vest ownership of such Intellectual Property Rights in AHDB the Authority (or its nominee nominee) on their creation. 31.2 The Service Provider shall provide the Authority and shall assist AHDB the members of the Group with copies of all work and materials relied upon or referred to in establishing and protecting such the creation or development of the Intellectual Property RightsRights referred to in Clause 31.1 and with a perpetual, including if necessary doing all irrevocable, royalty-free and transferable licence free of charge to use such acts work and executing all such documents as AHDB reasonably deems necessary. To materials in connection with the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver use of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall31.3 Pursuant to Clause 31.1, the Service Provider undertakes that it: 10.3.1. ensure 31.3.1 has (or that it will have in place prior to the commencement of an Assignment), or will procure that the Authorised Sub-contractors have, contracts with the Temporary Workers such that any Intellectual Property Rights arising out of or in connection with an Assignment shall (subject to the Clause 31.3.2) vest in the Service Provider or any Authorised Sub-contractor, as applicable, and that each person who Temporary Worker is engaged obliged to waive all moral rights and rights of a like nature in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising such Intellectual Property Rights;. The Authority may on demand at any time require the Service Provider to produce all and any Temporary Worker contracts for inspection by the Authority; and 10.3.2. ensure 31.3.2 will, or will procure that it is the Temporary Workers will, execute such further documents and remains entitled do such acts as may be necessary for securing, confirming or vesting absolutely the Authority’s (or its nominee’s) full rights, title and interest in the Intellectual Property Rights referred to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with in Clause 31.1 and assist AHDB in obtaining and/or enforcing any and for conferring on the Authority (or its nominee) all rights of action in such Intellectual Propertyrespect of any claim for infringement by third parties. 10.4. If a claim is made 31.4 The Service Provider shall have no right (save where expressly permitted under this Agreement or with the Authority’s prior written consent) to use any trademarks, trade names, logos or other Intellectual Property Rights of the Authority or the Group. 31.5 The Service Provider shall indemnify, keep indemnified and hold harmless the Authority and the other members of the Group (including their respective employees, sub-contractors and agents) against all losses incurred or suffered that the possession arise from or use are incurred by AHDB reason of any Goods infringement or Services supplied under this Contract infringes the alleged infringement of any Intellectual Property Rights of a third party, or in party resulting from the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject Authority’s use of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by assigned or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.licensed,

Intellectual Property Rights. 10.1. Unless (a) Except as otherwise agreedprovided in this Article 17, all Developed Materials provided by Contractor under this Contract, together with all Intellectual Property Rights arising from the supply in and to such Developed Materials, shall be deemed to be works made for hire as defined in 17 U.S.C. Section 101 of the Goods and Services to AHDB together with any other informationUnited States Copyright Act of 1976, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) as amended. Owner shall be deemed the exclusive property author of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB Developed Materials and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request all right, title and expense of AHDB will take interest in and too all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee the Developed Materials, with the right to use, adapt and shall assist AHDB in establishing change said Developed Materials and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessaryto prepare derivative works therefrom. To the extent permitted any Developed Materials are deemed to not be works made for hire, except as otherwise provided in paragraphs (b) and (c) below, this Contract shall constitute an irrevocable, fully paid-up, perpetual, worldwide assignment by applicable Laws, the Supplier shall waive or shall procure the waiver Contractor to Owner of moral Contractor's rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any ownership of, and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partyin, or in the Supplier's reasonable opinion such a claim is likely to be madeDeveloped Materials, the Supplier and Owner shall promptly and at its cost either: 10.4.1. obtain for AHDB have the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but obtain and hold in its own name all Copyright Rights and similar protections that may be available in such a way that it complies with works. Contractor agrees to give Owner or its designee, at Owner's expense, all assistance reasonably required to perfect such rights. Except as otherwise provided in paragraph (b) below, in the representations event Contractor utilizes Subcontractors in performing Work for Owner, Contractor shall use commercially reasonable efforts to obtain for Owner, ownership of, and warranties in this Contractall Intellectual Property Rights in, the Developed Materials developed or produced by any Subcontractor. 10.5(b) The Parties acknowledge that various Subcontractors preparing site specific drawings may not normally convey full ownership of their work (e.g., architectural & engineering drawings, environmental reports, title reports and title surveys, land surveys, etc.) (collectively "Site Specific Drawings") in the normal course of business. If With respect to these items, Contractor shall convey to Owner all rights that are provided by the Supplier becomes aware that any person alleges that Subcontractor in connection with its products or services, including Site Specific Drawings. At a minimum, however, Contractor shall convey to Owner a fully paid-up, perpetual, non-terminable royalty-free license to use all Site Specific Drawings prepared by Subcontractors for the Project. Contractor will not retain or obtain in the future any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in with respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of Site Specific Drawings developed under this Contract. Any Subject to Article 20.3 (Indemnification Procedures), Owner agrees to indemnify Contractor and the A&E Subcontractors from any Losses arising out of use of such modified software by any Site-Specific Drawings beyond the Supplier other than at the request scope of AHDB shall be subject to the prior agreement of AHDB in Writingtheir intended purpose.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods 6.1 CERES agrees to prepare and Services to AHDB together with any other information, knowledge, idea, design, materialfile, or invention have prepared and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rightsfiled, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all applications for plant variety rights or other forms of intellectual property protection for the LICENSED VARIETY in such Intellectual Propertythe United States in the name of UGARF or UGARF and NOBLE and, at CERES’ discretion, plant variety rights and/or other forms of intellectual property protection in any other jurisdiction. 10.4. If 6.1.1 UGARF shall have a claim is right to review any such filing made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes paragraph prior to its submission and be informed of all actions relating to such filings. 6.1.2 If CERES intends to abandon any plant variety rights, pending or granted in any jurisdiction, CERES shall first give sufficient written notice to NOBLE to permit NOBLE or UGARF the Intellectual Property Rights opportunity to assume such filing, examination and/or maintenance without prejudice. 6.1.3 Any application for plant variety rights shall reflect the COMMERCIAL NAME of the LICENSED VARIETY (Paragraph 8). 6.2 CERES and NOBLE will consult with regard to INTELLECTUAL PROPERTY RIGHTS. 6.3 The obligations of this paragraph shall apply to the United States only and to any other jurisdictions in which CERES has elected to apply for intellectual property protection. CERES and NOBLE shall avoid carrying out any act that would prejudice the grant of INTELLECTUAL PROPERTY RIGHTS. Without limitation, neither party shall make available reproductive material of the LICENSED VARIETY at a third party, date or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB manner that might jeopardize the right to continue using seek INTELLECTUAL PROPERTY RIGHTS protection for the materials which were the subject LICENSED VARIETY. CERES, whether directly or through any SUBLICENSEE, shall not sell any seeds of the claim; orLICENSED VARIETY until such time as the requirements for INTELLECTUAL PROPERTY RIGHTS have been established. 10.4.2. modify or replace the infringing part 6.4 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the materials so as to avoid the infringement LICENSED TERRITORY in which INTELLECTUAL PROPERTY RIGHTS exist that all bags or alleged infringement but in such a way that it complies with the representations containers supplied by CERES and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use SUBLICENSEE containing only seed of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission LICENSED VARIETY are clearly labeled to any third party in respect thereofshow that the LICENSED VARIETY is protected by INTELLECTUAL PROPERTY RIGHTS. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed7.1 The Supplier warrants that neither the sale nor use of goods nor the performance of the Deliverables will infringe any Irish or foreign copyright, all patent, trade mark, registered design or any other Intellectual Property Rights arising from the supply whether or not similar to any of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBforegoing. 10.2. 7.2 The Supplier shall fully disclose indemnify Accenture from all such arising Intellectual Property Rights to AHDB actions, costs, claims, demands, expenses and liabilities whatsoever resulting from any actual or alleged infringement as set out in Clause 7.1 and the Supplier shall not use them for its own purposes defend or those (at Accenture's option) assist in the defence of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures proceedings which may be necessary to vest ownership brought in that connection. 7.3 In the event of such Intellectual Property Rights in AHDB claim or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Lawsaction, the Supplier shall waive forthwith do all things and take such action (including procuring any required licences, consents or authorisations or modifying or replacing any infringing item) without charge to Accenture as shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights be necessary to effect prevent or remedy (without detracting from the overall functions or performance) any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made infringement, provided that the possession or use by AHDB of Supplier shall not act in any Goods or Services supplied under this Contract infringes way which shall prejudice the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, Accenture; the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but all times act in such a way that it complies with as to minimise interruption and disruption to the representations and warranties in this Contractoperation of Accenture's business. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. 7.4 All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before any of the Commencement DateSupplier's pre-existing materials used in the provision of the Deliverables to Accenture shall be owned by the Supplier. Notwithstanding the above, the Supplier hereby grants Accenture an irrevocable royalty free licence to use, copy or modify such pre-existing materials for its internal business purposes. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing 7.5 The Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance all works of this Contract. Any use of such modified software authorship created by the Supplier in the course of execution of services ("Project Materials") shall vest immediately and exclusively in Accenture. In the event that the Supplier requests and Accenture grants written consent such that the Intellectual Property Rights for specific Project Materials are not assigned to Accenture, the Supplier hereby grants to Accenture and its affiliates an irrevocable royalty free licence to use, copy or modify the Project Materials with a right to sublicense those Project Materials to third parties for any purposes intended by Accenture from time to time. 7.6 Where applicable, the Supplier hereby waives all moral rights (as defined in the Copyright and Related Rights Act, 2000 (as amended)) in the Project Materials supplied hereunder in so far as they relate to Accenture and agrees that it has obtained all waivers of moral rights and consents from any employee, agent, subcontractor or other than at the request of AHDB shall be subject third party necessary to comply with its obligations under this Clause 7. 7.7 Any drawings, specifications, data, documents, and other information provided by Accenture to the prior agreement Supplier in connection with the Purchase Order and all Intellectual Property Rights therein shall remain the sole and exclusive property of AHDB in WritingAccenture and the Supplier shall at all times keep confidential all such information and return it to Accenture on demand or upon completion of the Purchase Order.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 21.1 All Intellectual Property Rights arising from in any Authority Materials shall, as between the supply of Parties, belong to the Goods Authority (or the Crown with respect to any copyright) and Services the Supplier shall not, and shall ensure that the Staff shall not, use or disclose any Authority Materials without prior Approval save to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created the extent necessary for performance by the Supplier (of its obligations under the Framework Agreement or its agents any Call-Off Contract. 21.2 The Supplier shall ensure that the third party owner of any Intellectual Property Rights that are or employees) which may be used to perform obligations under the Framework Agreement or any Call-Off Contract grants to the Authority and the Customers a non-exclusive licence or, if itself a licensee of those rights, shall grant to the Authority and Customers an authorised sub-licence, to use, reproduce, modify, develop and maintain the Intellectual Property Rights in the same manner. Such licence or sub-licence shall be non-exclusive, perpetual, royalty-free, worldwide and irrevocable and shall include the exclusive property of AHDBright for the Authority and Customers to sub-license, transfer, novate or assign to other Contracting Authorities, a Replacement Supplier or to any other third-party supplying services to the Authority. 10.221.3 The Supplier shall not infringe any Intellectual Property Rights of any third party in performing its obligations under this Framework Agreement or a Call-Off Contract and the Supplier shall, during and after the term of the Framework Agreement, indemnify and keep indemnified and hold the Authority and the Crown harmless from and against any and all losses, charges, damages, costs and expenses and other liabilities which the Authority or the Crown may suffer or incur as a result of a Third Party IP Claim or in connection with any breach of this clause 21.3, except to the extent that any such claim results directly from: 21.3.1 items or materials based upon designs supplied by the Authority; or 21.3.2 the use of data supplied by the Authority which is not required to be verified by the Supplier under any provision of the Framework Agreement or any Call-Off Contract. 21.4 The Authority shall notify the Supplier in writing of any claim or demand brought against the Authority for infringement or alleged infringement of any Intellectual Property Right in materials supplied and/or licensed by the Supplier to the Authority. 21.5 The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with any Third-Party IP Claim, provided that the Supplier shall at all times: 21.5.1 consult the Authority on all material issues which arise during the conduct of such litigation and negotiations; 21.5.2 take due and proper account of the interests of the Authority; and 21.5.3 not settle or compromise any claim without prior Approval (not to be unreasonably withheld or delayed). 21.6 The Authority shall at the request of the Supplier afford to the Supplier all reasonable assistance for the purpose of contesting any Third-Party IP Claim and the Supplier shall indemnify the Authority for all costs and expenses (including, but not limited to, legal costs and disbursements) incurred in doing so. The Supplier shall fully disclose all not be required to indemnify the Authority under this clause 21.6 in relation to any costs and expenses to the extent that such arising Intellectual Property Rights arise directly from the matters referred to AHDB and in clause 21.3.1 or 21.3.2. 21.7 The Authority shall not use them for its own purposes or those of make any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures admissions which may be necessary prejudicial to vest ownership the defence or settlement of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rightsany Third-Party IP Claim. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or 21.8 If any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. coThird-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim Party IP Claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim of the Supplier is likely to be made, the Supplier shall promptly and notify the Authority and, at its cost eitherown expense and subject to the consent of the Authority (not to be unreasonably withheld or delayed), shall (without prejudice to the rights of the Authority under clause 21.2 use its best endeavours to: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject 21.8.1 modify any or all of the claim; or 10.4.2. modify Services without reducing the performance or replace the infringing part functionality of the materials same, or substitute alternative services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement but in such infringement; or 21.8.2 procure a way that it complies licence to use the Intellectual Property Right(s) and supply the Services which are the subject of the alleged infringement, on terms which are acceptable to the Authority, and, as appropriate, a Customer under a Call- Off Contract affected by the alleged infringement, 21.9 The Supplier grants to the Authority a royalty-free, irrevocable, worldwide, non- exclusive licence (with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that a right to sub-license) to use any Intellectual Property Rights that the Supplier owned or developed prior to the Framework Commencement Date and which the Authority reasonably requires in order to exercise its rights under the Framework Agreement. 21.10 Any New IPR created under the Framework Agreement is owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6the Authority. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to The Authority gives the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of a licence to used any Exisiting IPRs for the purpose of this Contract or another written contract between fulfilling its obligations under the PartiesFramework Agreement and a perpetual, royalty-free, non-excusive licence to use any New IPRs. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed10.1 In this condition 10, the following expressions have the following meanings: 10.2 The Company hereby assigns to the Authority with full title guarantee (free from all liens, charges, encumbrances and third party rights) by way of a present assignment of existing and future Intellectual Property Rights, all Intellectual Property Rights arising from the supply of the Goods rights, title and Services interest in and to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Authority Intellectual Property Rights to AHDB the fullest extent permitted by law. Insofar as they do not so vest automatically by operation of law or under the Contract, the Company holds legal title in such rights and shall not use them inventions on trust for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. Authority. 10.3 To the extent permitted by applicable Lawsthat it is reasonably able to do so, the Supplier shall waive Company hereby grants or shall procure the waiver grant to the Authority of moral rights in such a non-exclusive worldwide irrevocable and non-terminable royalty free right and licence (with the right to grant sub-licences) for the full term of the Intellectual Property Rights therein to use, copy, maintain and modify all Company Intellectual Property Rights. In the case of Company Intellectual Property that is licensed from third parties (other than Key Individuals) on terms that are imposed as standard terms of business applicable to all licensees that are consumers or small businesses, the terms of this condition 10.3 shall not require the Company to act in a way that is not permitted by such standard terms of business. 10.3. 10.4 The Supplier shallCompany warrants and undertakes that: 10.3.1. ensure that each person who is engaged (a) but for the operation of condition 10.2, it would be the owner of all rights, title and interest in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising all Authority Intellectual Property Rights; 10.3.2. ensure (b) it has the right to grant the licences that it is required to grant pursuant to condition 10.3 and remains entitled to transfer free from any encumbrances any title and/or the exercise by the Authority of those rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes will not infringe the Intellectual Property Rights of a any third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either:; 10.4.1. obtain for AHDB the right to continue using the materials which were the subject (c) none of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Authority Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Company Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party party; and (d) no person will assert any moral rights in respect thereof. 10.6. All AHDB's the Authority Intellectual Property Rights and that all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Partiessuch rights have been irrevocably waived. 10.7. This Contract 10.5 The Company shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 (and shall not apply in relation to pre- existing Intellectual Property Rights in software procure that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than its employees and contractors shall) at the request of AHDB shall be subject the Authority and in any case upon termination or expiry of the Contract: (a) do all acts and execute all documents reasonably necessary or desirable to vest in, and to register in, the Authority the rights assigned or licences granted to the prior agreement of AHDB Authority pursuant to the Contract and to defend the Authority against claims that works embodying Authority Intellectual Property Rights or Company Intellectual Property Rights infringe third party rights; and (b) hand over all correspondence, data, designs, drawings and other documents and materials in Writingwhatever format which belong to the Authority or which include any Authority Intellectual Property Rights.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 17.1 All Intellectual Property Rights in any materials created or developed by the Supplier pursuant to this Contract or arising from as a result of the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rightsand/or Services, including if necessary doing all such acts the Deliverables, shall vest in UKRI. If, and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure extent, that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence before the Commencement Date. 10.7.1. For the avoidance of doubtany such Intellectual Property Rights, Condition 10.1 shall not apply in relation to pre- existing all its Intellectual Property Rights in software that has been modified such materials (with full title guarantee and free from all third party rights). 17.2 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at AHDB’s expense to enable any future time entitled under Chapter IV of Part I of the performance Copyright Designs and Patents Act 1988 or any similar provisions of this Contract. Any use of such modified software by the law in any jurisdiction. 17.3 The Supplier other than shall, promptly at the request of AHDB shall UKRI, do (or procure to be subject done) all such further acts and things and execute all such other documents as UKRI may from time to time require for the purpose of securing for UKRI the full benefit of the Contract, including all rights, title and interest in and to the prior agreement Intellectual Property Rights assigned to UKRI in accordance with clause 17.1. 17.4 All Intellectual Property Rights in any materials provided by UKRI to the Supplier shall remain the property of AHDB UKRI. UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use: (a) any Intellectual Property Rights in Writingthe materials provided by UKRI to the Supplier; (b) any Intellectual Property Rights in the materials created or developed by the Supplier pursuant to this Contract and any Intellectual Property Rights arising as a result of the provision of the Goods and/or Services, as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract. 17.5 Without prejudice to clause 17.1, the Supplier hereby grants UKRI a perpetual, royalty-free, irrevocable and non-exclusive licence (with a right to sub-license) to use: (a) any Intellectual Property Rights vested in or licensed to the Supplier on the date of this Contract to the extent not falling within clause 17.1; and (b) any Intellectual Property Rights created during the Term to the extent not falling within clause 17.1, including any modifications to or derivative versions of any such Intellectual Property Rights, which UKRI reasonably requires in order to exercise its rights and take the benefit of the Contract including the Goods and/or Services provided.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods 3.1 CERES agrees to prepare and Services to AHDB together with any other information, knowledge, idea, design, materialfile, or invention have prepared and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rightsfiled, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all applications for plant variety rights or other forms of intellectual property protection, including utility patents, for the LICENSED VARIETIES in such Intellectual Propertythe United States. Applications for intellectual property protection, whether plant variety rights and/or patents, shall be filed in the name of NOBLE and/or UGARF. At CERES’ discretion, plant variety rights and/or other forms of intellectual property protection may be filed in any other jurisdiction. 10.43.1.1 If CERES intends to abandon any plant variety rights, pending or granted in any jurisdiction, CERES shall first give sufficient written notice to NOBLE to permit NOBLE the opportunity to assume such filing, examination and/or maintenance without prejudice and Paragraph 2.10 of the MRA will apply. 3.1.2 Any application for plant variety rights shall reflect the COMMERCIAL NAME of the LICENSED VARIETY (Paragraph 5). 3.2 CERES and NOBLE will consult with regard to INTELLECTUAL PROPERTY RIGHTS. 3.3 The obligations of this paragraph shall not apply to any jurisdictions in which CERES has elected not to apply for intellectual property protection: 3.3.1 CERES and NOBLE shall avoid carrying out any act that would prejudice the grant of INTELLECTUAL PROPERTY RIGHTS. If Without limitation, neither party shall make available reproductive material of the LICENSED VARIETY at a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, date or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB manner that might jeopardize the right to continue using seek INTELLECTUAL PROPERTY RIGHTS protection for the materials which were the subject LICENSED VARIETY. 3.3.2 CERES, whether directly or through any SUBLICENSEE, shall not sell any seeds of the claim; orLICENSED VARIETY until such time as the requirements for INTELLECTUAL PROPERTY RIGHTS have been established. 10.4.2. modify 3.3.3 The provisions of this Paragraph 3.3 shall not restrict or replace the infringing part otherwise penalize any Disclosure authorized pursuant to Paragraph 11.4 of this Agreement. 3.4 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the materials so as to avoid the infringement LICENSED TERRITORY in which INTELLECTUAL PROPERTY RIGHTS exist that all bags or alleged infringement but in such a way that it complies with the representations containers supplied by CERES and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed SUBLICENSEE containing only within the limits seed of the purpose of this Contract or another written contract between LICENSED VARIETIES are clearly labeled to show that the Partiespackaged LICENSED VARIETY is covered and protected by INTELLECTUAL PROPERTY RIGHTS. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed7.1 The Supplier warrants that neither the sale nor use of goods nor the performance of the Deliverables will infringe any Irish or foreign copyright, all patent, trade mark, registered design or any other Intellectual Property Rights arising from the supply whether or not similar to any of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBforegoing. 10.2. 7.2 The Supplier shall fully disclose indemnify Accenture from all such arising Intellectual Property Rights to AHDB actions, costs, claims, demands, expenses and liabilities whatsoever resulting from any actual or alleged infringement as set out in Clause 7.1 and the Supplier shall not use them for its own purposes defend or those (at Accenture's option) assist in the defence of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures proceedings which may be necessary to vest ownership brought in that connection. 7.3 In the event of such Intellectual Property Rights in AHDB claim or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Lawsaction, the Supplier shall waive forthwith do all things and take such action (including procuring any required licences, consents or authorisations or modifying or replacing any infringing item) without charge to Accenture as shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights be necessary to effect prevent or remedy (without detracting from the overall functions or performance) any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made infringement, provided that the possession or use by AHDB of Supplier shall not act in any Goods or Services supplied under this Contract infringes way which shall prejudice the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, Accenture; the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but all times act in such a way that it complies with as to minimise interruption and disruption to the representations and warranties in this Contractoperation of Accenture's business. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. 7.4 All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before any of the Commencement DateSupplier's pre-existing materials used in the provision of the Deliverables to Accenture shall be owned by the Supplier. Notwithstanding the above, the Supplier hereby grants Accenture an irrevocable royalty free license to use, copy or modify such pre-existing materials for its internal business purposes. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing 7.5 The Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance all works of this Contract. Any use of such modified software authorship created by the Supplier in the course of execution of services ("Project Materials") shall vest immediately and exclusively in Accenture. In the event that the Supplier requests and Accenture grants written consent such that the Intellectual Property Rights for specific Project Materials are not assigned to Accenture, the Supplier hereby grants to Accenture and its affiliates an irrevocable royalty free licence to use, copy or modify the Project Materials with a right to sub- license those Project Materials to third parties for any purposes intended by Accenture from time to time. 7.6 Where applicable, the Supplier hereby waives all moral rights (as defined in the Copyright and Related Rights Act, 2000 (as amended)) in the Project Materials supplied hereunder in so far as they relate to Accenture and agrees that it has obtained all waivers of moral rights and consents from any employee, agent, subcontractor or other than at the request of AHDB shall be subject third party necessary to comply with its obligations under this Clause 7. 7.7 Any drawings, specifications, data, documents, and other information provided by Accenture to the prior agreement Supplier in connection with the Purchase Order and all Intellectual Property Rights therein shall remain the sole and exclusive property of AHDB in WritingAccenture and the Supplier shall at all times keep confidential all such information and return it to Accenture on demand or upon completion of the Purchase Order.

Intellectual Property Rights. 10.1. Unless otherwise agreed(a) Except as expressly provided for under the terms of this Agreement or the Separation and Distribution Agreement, all Recipient acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any Intellectual Property Rights arising from the supply Right that is owned or licensed by Provider, by reason of the Goods and provision of the Services to AHDB together with hereunder. Recipient shall not remove or alter any copyright, trademark, confidentiality or other information, knowledge, idea, design, material, or invention and proprietary notices that appear on any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB Right owned or licensed by Provider, and Recipient shall not use them for its own purposes or those of reproduce any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged notices on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in copies thereof. Recipient shall not attempt to decompile, translate, reverse engineer or make excessive copies of any Intellectual Property Right owned or licensed by Provider, and Recipient shall promptly notify Provider of any such Intellectual Propertyattempt, regardless of whether by Recipient or any Third Party, of which Recipient becomes aware. 10.4. If a claim is made that (b) Without affecting the possession or use by AHDB rights and obligations of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or Parties in the Supplier's reasonable opinion such a claim is likely Separation and Distribution Agreement, with respect to be made, each of the Supplier shall promptly and at its cost eitherServices: 10.4.1. obtain for AHDB (i) Recipient hereby grants to Provider a nonexclusive, nontransferable (subject to Section 7.8), worldwide right during the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Service Period under Intellectual Property Rights owned or controlled by Recipient or to be vested in AHDB are invalid or any of its Affiliates that is required for its use of such the Services or Provider’s provision of the Services only to the extent necessary and for the sole purpose of performing Provider’s obligations under this Agreement, and not for any other purpose; and (ii) Provider hereby grants to Recipient nonexclusive, nontransferable (subject to Section 7.8), worldwide right during the Service Period to use Intellectual Property Rights infringes owned or controlled by Provider or any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment its Affiliates that is required for its provision of the Services or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB Recipient’s use of the Services only to the Supplier (including copyright therein) shall remain extent necessary and for the property sole purpose of AHDBreceiving the Services under this Agreement, and not for any other purpose. Their use by the Supplier shall be allowed only within the limits The limited rights granted in this Section 7.4 for each of the purpose Services will terminate at the end of the applicable Service Period for such Service or the earlier termination of such Service in accordance with this Agreement, and will under no circumstances survive the termination or expiration of this Contract or another written contract between the PartiesAgreement. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods 3.1 CERES agrees to prepare and Services to AHDB together with any other information, knowledge, idea, design, materialfile, or invention have prepared and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rightsfiled, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all applications for plant variety rights or other forms of intellectual property protection, including utility patents, for the LICENSED VARIETY in such Intellectual Propertythe United States. Applications for intellectual property protection, whether plant variety rights and/or patents, shall be filed in the name of NOBLE and/or UGARF. At CERES’ discretion, plant variety rights and/or other forms of intellectual property protection may be filed in any other jurisdiction. 10.43.1.1 If CERES intends to abandon any plant variety rights, pending or granted in any jurisdiction, CERES shall first give sufficient written notice (at least ninety (90) days) to NOBLE to permit NOBLE the opportunity to assume such filing, examination and/or maintenance without prejudice and Paragraph 2.10 of the MRA will apply. 3.1.2 Any application for plant variety rights shall reflect the COMMERCIAL NAME of the LICENSED VARIETY (Paragraph 5). 3.2 CERES and NOBLE will consult with regard to INTELLECTUAL PROPERTY RIGHTS. 3.3 The obligations of this paragraph shall not apply to any jurisdictions in which CERES has elected not to apply for intellectual property protection: 3.3.1 CERES and NOBLE shall avoid carrying out any act that would prejudice the grant of INTELLECTUAL PROPERTY RIGHTS. If Without limitation, neither party shall make available reproductive material of the LICENSED VARIETY at a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, date or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB manner that might jeopardize the right to continue using seek INTELLECTUAL PROPERTY RIGHTS protection for the materials which were the subject LICENSED VARIETY. 3.3.2 CERES, whether directly or through any SUBLICENSEE, shall not sell any seeds of the claim; orLICENSED VARIETY until such time as the requirements for INTELLECTUAL PROPERTY RIGHTS have been established. 10.4.2. modify 3.3.3 The provisions of this Paragraph 3.3 shall not restrict or replace the infringing part otherwise penalize any Disclosure authorized pursuant to Paragraph 11.4 of this Agreement. 3.4 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the materials so as to avoid the infringement LICENSED TERRITORY in which INTELLECTUAL PROPERTY RIGHTS exist that all bags or alleged infringement but in such a way that it complies with the representations containers supplied by CERES and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed SUBLICENSEE containing only within the limits seed of the purpose of this Contract or another written contract between LICENSED VARIETY are clearly labeled to show that the Partiespackaged LICENSED VARIETY is covered and protected by INTELLECTUAL PROPERTY RIGHTS. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed13.1 For the duration of this Agreement, all Intellectual Property Rights arising from BECSB hereby grants USER / MERCHANT and its affiliates and related companies a royalty-free, non-transferable and non- exclusive right during the supply Term of this Agreement to use the Trademarks on its websites and in any off-line promotional materials for the sole purpose to indicate that it makes use of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2Service. The Supplier USER / MERCHANT shall fully disclose all use such arising Intellectual Property Rights Trademarks in accordance with BECSB's directions for the use of such Trademarks as communicated in writing to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDBUSER / MERCHANT. The Supplier at the request and expense USER / MERCHANT do not have a right of AHDB will take all measures which sub-license. BECSB may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation apply limitations to the Contract is engaged on terms which do not entitle him right granted to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied USER / MERCHANT under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly paragraph at any time and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contractsole discretion. 10.5. If 13.2 For the Supplier becomes aware duration of this Agreement, the USER / MERCHANT hereby grants BECSB and its affiliated companies an irrevocable, royalty free, non-transferable and nonexclusive right during the Term of this Agreement to use its trademark and logo on their Websites and in off-line publications for the sole purpose of indicating that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that the USER / MERCHANT makes use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereofits Service. 10.6. 13.3 All AHDB's Intellectual Property Rights proprietary rights in the equipment, software (such as interfaces) and all materials, products, samples, documents and information provided other materials used or made available by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights BECSB in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this ContractAgreement, whether or not it is made available to the USER / MERCHANT, shall remain with BECSB. Any The USER / MERCHANT shall only acquire such right of use as is explicitly granted hereunder. 13.4 Upon termination of this Agreement, the USER / MERCHANT shall forthwith withdraw any reference or related forms to BECSB and/or the Service from its websites and shall forthwith cease the use of such modified software by the Supplier other than at Trademarks, and BECSB shall cease any use of the request of AHDB shall be subject to the prior agreement of AHDB in WritingUSER / MERCHANT’s trademark and logo.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made LICENSEE agrees that the possession copyright, database rights or use by AHDB of any Goods or Services supplied under this Contract infringes the other Intellectual Property Rights of a third party, whatever nature contained or subsisting in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) Data shall remain the property of AHDBthe Licensor (and/or any of it licensors, as applicable). Their use Where LICENSEE distributes the Data Product (strictly in accordance with Clause 2), , it shall attribute the source of the Data to the Licensor in accordance with the Data Policy Schedule in any and all marketing material related to the Data Product except that Licensee shall not make any statement that may suggest that Licensor has endorsed the Data Product. Any reference to any trade or service mark of the Licensor by LICENSEE in documents shall acknowledge the Supplier rights of the Licensor as applicable. Nothing in this Agreement shall be allowed only within the limits construed as transferring, granting or conferring (either directly or indirectly, other than as explicitly transferred, granted or conferred hereunder), to LICENSEE or any End Customer any right, title or agreement of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership use in respect of any Intellectual Property Rights contained or subsisting in existence before the Commencement Date.Data. The Licensor represents and warrants that: 10.7.1a) it owns or has the right to licence the Data; b) it has the legal right and full power and authority to execute and perform its obligations under this Agreement; c) this Agreement when executed constitutes a valid and binding Agreement enforceable against the Licensor in accordance with its terms. For Except as set out in Clause 11.4, the avoidance Data is provided without warranty, condition, undertaking or term of doubtany kind and the Licensor shall make no representations and hereby disclaims any express, Condition 10.1 implied and statutory warranties (to the extent permitted by law and whether now or subsisting in the future) of any kind included but not limited to such warranties is respect of satisfactory quality, merchantability, fitness, accuracy, timeliness or completeness of the Data. Further, the Licensor shall not apply be liable under any circumstances for the inaccuracy or incompleteness of any Data or for any errors or omissions in relation the Information. However, the Licensor will use reasonable endeavours to pre- existing notify LICENSEE of any errors or omissions it becomes aware of in a timely manner. Subject at all times to the Licensor’s rights in the Data, any residual Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance Data Product, including all copyright, database rights or other Intellectual Property Rights of whatever nature contained or subsisting in the Data Products shall remain the property of LICENSEE. This Clause 11 survives termination of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in WritingAgreement.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 17.1 Any Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or the right to apply for registration of such rights) arising pursuant to the performance by either Party of its agents or employees) obligations under this Agreement shall be the exclusive property vested in Supplier and such rights are herewith transferred to Supplier in advance which transfer Supplier herewith accepts. Buyer herewith grants Supplier an irrevocable power of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights attorney to AHDB and shall not use them for its own purposes or those of execute any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights document necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all the transfer of such rights in such Intellectual Propertyfrom Buyer to Supplier, should additional requirements be satisfied. 10.417.2 Notwithstanding Clause 17.1, all intellectual property rights and/or knowhow owned by or vested in Buyer and existing prior to the conclusion of this Agreement, such as trademarks and trade names, logos and design elements, shall remain the property of Buyer. If a Supplier shall not claim is made that any right, title or interest, in or to such intellectual property. 17.3 The burden of proof with respect to the possession or existence of the intellectual property and/or knowhow prior to this Agreement, lies with Buyer. 17.4 Buyer shall only use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or Supplier in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain so far as necessary for AHDB the right to continue using the materials which were the subject proper use of the claim; or 10.4.2. modify or replace Goods and Buyer shall at all times treat the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it Supplier as Confidential Information. 17.5 Buyer shall never register, directly or indirectly, any knowhow, design and/or inventions (whether registered or patentable or not) of Supplier, anywhere in the world. If Buyer acts contrary to this obligation, Buyer shall assign any such registration to Supplier and Buyer shall co-operate in any manner necessary to transfer and register any such registration to and in the name of Supplier. 17.6 If Buyer entered into this Agreement with Supplier pursuant to a request for proposal or similar process as soon as reasonably practicable give AHDB particulars thereof in Writing initiated by Buyer with different third parties and shall make no comment or admission to any if such third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights has applied for or registered for any intellectual property rights or similar process, then Buyer shall indemnify Supplier for any and all materials, products, samples, documents and information provided by AHDB to the Supplier damages (including copyright thereinloss of profits) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership that may arise as a result of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1such application or registration by such third party. For the avoidance of doubt, Condition 10.1 if the Goods infringe a third party right as aforementioned, that shall be Buyer’s responsibility and shall not apply result in relation a default of Supplier under the Agreement. In that case, Supplier will no longer be obliged to pre- existing Intellectual Property Rights continue the development and/or supply of such Goods. 17.7 Title to and ownership of the copyrights in software and/or firmware incorporated into or provided for use with the Goods ("Software") and documentation supplied with the Goods ("Documentation") shall remain with Supplier and is not transferred hereby to Buyer. 17.8 Except as otherwise provided herein, Buyer is hereby granted a non-exclusive, royalty-free license to use the Software and Documentation in conjunction with the Goods, provided that has been modified at AHDB’s expense and for so long as the Software and Documentation are not copied (unless expressly authorized by applicable law) and Buyer holds the Software and Documentation in strict confidence and does not disclose them to enable others, or permit others to have access to them (other than Seller's standard operating and maintenance manuals). Buyer may transfer the performance foregoing license to another party which purchases, rents or leases the Goods, provided the other party accepts and agrees in writing to be bound by the conditions of this Contract. Any use of such modified software by Clause 17. 17.9 Buyer shall not be entitled to receive the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writingsource code/ source program.

Intellectual Property Rights. 10.17.1. Unless otherwise agreed, all Intellectual Property Rights arising from Each Party shall remain the supply owner of the Goods its Background IP and Services to AHDB together with nothing contained in these Terms shall imply any other information, knowledge, idea, design, material, or invention and any expression transfer of any idea created by the Supplier (or its agents or employees) title of Background IP. Eaton shall be the exclusive property sole owner of AHDBall Foreground IP and shall have full title to such rights. 10.27.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and Buyer shall not use them for its own purposes do or those of authorise any third party nor disclose them without person to do any act which would or might damage or be inconsistent with the prior written consent trademarks (which term for purposes of AHDB. The Supplier at the request and expense of AHDB will take all measures which may these Terms shall include but not be necessary limited to vest ownership of such Intellectual Property Rights in AHDB trademarks, trade names, service marks, logo marks, trade dress or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rightsother trade names, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted whether registered or unregistered) used by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged Eaton in relation to the Contract is engaged on terms which Supplies or to the goodwill associated therewith and, in particular, will not do not entitle him to copyright or any authorise the alteration, obliteration, covering up or incorporation of other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB marks (in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, whole or in part) on to the Supplier's reasonable opinion such a claim is likely to be made, the Supplier Supplies. The Buyer shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify not use or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to authorise any third party person to use the trademarks used by Eaton in respect thereof. 10.6relation to the Supplies on any stationery, advertising, promotion or selling material other than the Supplies or other such materials supplied by Eaton to the Buyer. All AHDB's Intellectual Property Rights advertising, promotion and all materials, products, samples, documents and information provided selling materials supplied by AHDB Eaton to the Supplier (including copyright therein) Buyer shall remain the property of AHDBEaton and the Buyer shall not permit any other person to make use thereof. Their The use by the Supplier shall be allowed only within the limits in any form of the purpose name "EATON" or ▇▇▇▇▇'▇ logo in the official name, company name, trading or business name, domain name or other similar name of this Contract or another the Buyer requires the prior written contract between the Partiesapproval of Eaton. 10.77.3. This Contract shall not affect the ownership The Buyer agrees to inform Eaton promptly about any infringement of any of ▇▇▇▇▇’▇ trademarks or other Intellectual Property Rights or of any act of unfair competition of which the Buyer has knowledge. Eaton and the Buyer shall then jointly decide on appropriate action. The Buyer agrees to assist in existence before the Commencement Dateevery way possible in legal actions taken by Eaton or its affiliated entities in this regard. 10.7.17.4. For If any claim is made against the avoidance Buyer that the Supplies infringe or that their use or resale infringes the rights of doubtany third party, Condition 10.1 shall not apply in relation Eaton may (at its option) either secure the Buyer's right to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense continue to enable use the performance Supplies or replace or modify the Supplies to make them non- infringing, or if neither of this Contractthese alternatives is reasonably available to Eaton, refund the purchase price. 7.5. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.In these Terms:

Intellectual Property Rights. 10.1. Unless otherwise agreedSupplier shall indemnify GSK and its Affiliates, and keep them indemnified, on demand from and against all Intellectual Property Rights arising from Losses incurred or suffered as a result of or in connection with any claim that the supply Goods or the provision of the Services by Supplier, or the use by or on behalf of GSK of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created assets used or provided by Supplier in connection with the Supplier (or its agents or employees) shall be performance of the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property RightsServices, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights or any other rights of any third party. 10.2. Supplier shall, at its expense, defend any and all claims or legal proceedings arising from infringements or alleged infringements of its Intellectual Property Rights in connection with the Goods or Services, provided that GSK gives Supplier all reasonable assistance and the sole authority to defend or settle any legal proceedings at Supplier's expense. 10.3. GSK retains Intellectual Property Rights in, and ownership of all materials, plans, drawings, tools, data, the Specification, patterns and/or designs provided by GSK to Supplier, and they shall all be returned at any time in good condition to GSK at GSK's request. 10.4. Where Goods are made to GSK's Specification, model, or plans, the Intellectual Property Rights in the Goods in so far as they relate to the Specification, model, or plans, and any improvements or developments thereof shall be the absolute property of GSK, and Supplier will assign all such Intellectual Property Rights to GSK on demand. 10.5. Intellectual Property Rights arising during or out of the provision of Services ("Arising IP") shall be and remain the property of GSK. Supplier assigns to GSK (with full title guarantee and free of all encumbrances) all of the Arising IP. This assignment shall take effect on the date of the Agreement in respect of any Arising IP then in existence, or as a present assignment of future rights that will take effect immediately on the coming into existence of the Arising IP, as appropriate. At its cost, Supplier shall do all such further acts and things, and execute all such other documents, as GSK may reasonably request to vest the Arising IP in GSK and/or to enable GSK to protect, perfect, enforce or enjoy the full benefit of the rights assigned under the Agreement. 10.6. In the event that any Intellectual Property Rights relating to the Goods and/or Services are held by the courts to infringe a third party's rights, or in the Supplier's reasonable opinion such a claim and their use is likely to be madeenjoined by that third party, the Supplier shall promptly have the option and at its cost either: 10.4.1. obtain expense to procure for AHDB GSK the right to continue using the materials which were the subject of the claim; or 10.4.2. modify Goods or Services, or replace the Goods with non-infringing part of Goods or Services, or modify the materials Goods or Services so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations they become non-infringing without detracting from their overall performance and warranties in this Contractfunctionality. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1Contractor shall obtain and, to the extent described below, maintain all trade secrets, patents, copyrights, trademarks, proprietary rights or information, licenses or other intellectual property rights (collectively, the “Intellectual Property Rights”) necessary for performance of the Work and the operation and maintenance of the Project. Unless otherwise agreedContractor hereby grants to Owner an irrevocable, non-exclusive, perpetual, royalty-free license under all Intellectual Property Rights arising from whether now existing or developed for the supply Work, now or hereafter owned, licensed to or controlled by Contractor or any of its Affiliates, to use the same to the extent necessary for the ownership, completion, operation, maintenance, repair, rebuilding, alteration and expansion of the Goods Work (provided such alteration or expansion is within the Scope of Work for this Project) and Services to AHDB together with any other information, knowledge, idea, design, material, or invention all subsystems and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessarycomponents thereof. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the license granted to Owner above is predicated upon Intellectual Property Rights held by Contractor, Contractor will maintain those Intellectual Property Rights throughout the life of the Project. Credit Support. Within thirty (30) Days following the Effective Date, but in any case no later than the date on which Notice to Proceed is issued and as a third partycondition on Owner’s obligation to make any payment hereunder, Contractor shall furnish to Owner the following forms of credit support to secure its obligations hereunder: Cash or a Letter of Credit with a total drawable amount (“face amount”) equal to _____ Dollars ($______) [$100/kW of nameplate capacity]; a Payment and Performance Bond with a penal sum not less than one-hundred percent (100%) of the Contract Price in substantially in the Supplier's reasonable opinion such a claim is likely to be made, form set forth in Exhibit P-3 (the Supplier shall promptly “Payment and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5Performance Bond”). If the Supplier issuing bank for a Letter of Credit issued pursuant to this Section 2.12.1 fails to maintain the minimum credit rating required pursuant to the definition of Letter of Credit set forth in this Agreement, Contractor shall within five (5) days thereafter substitute such Letter of Credit for a new one whose issuing bank meets such credit rating. The Payment and Performance Bond may be issued by one or more sureties, provided that each one is jointly and severally liable under the Payment and Performance Bond. Each such surety must be an admitted insurer in the State of Oregon, have a rating of no less than [A- according to A.M. Best’s Financial Strength Rating and Financial Size Category] and be duly licensed or authorized in Oregon to issue bonds for the limits so required.4 If a surety on the Payment and Performance Bond is declared bankrupt or becomes aware that any person alleges that any Intellectual Property Rights owned insolvent, fails to meet the minimum rating standard set forth in the preceding sentence, or its right to do business is terminated in the State of Oregon, Contractor shall within five (5) days thereafter substitute another surety (and new Payment and Performance Bond, if requested by or Owner), which must be acceptable to Owner and meet the requirements of this Section 2.12. Contractor shall not be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission entitled to any third party increase in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain Contract Price for the property of AHDB. Their use by the Supplier shall be allowed only within the limits provision of the purpose Letter of this Contract Credit or another written contract between the PartiesPayment and Performance Bond. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless 16.1 Save as otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods expressly set out in this Agreement (including in these Terms) and Services subject to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier Clause 16.6: (or its agents or employeesi) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights created by a Party under or in connection with this Agreement shall vest in and remain with that Party at all times; and (ii) neither Party shall, by virtue of a third partythis Agreement, obtain any rights to use, or any other rights in the Supplier's reasonable opinion such a claim is likely to be madeor to, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it the other Party. 16.2 In respect of this Agreement (and notwithstanding Clause 16.1, but subject to Clause 16.6): (a) all Foreground Intellectual Property is to be owned by UCL and Supplier hereby assigns to UCL (by way of present and, where appropriate, future assignment) with full title guarantee all Foreground Intellectual Property; (b) Supplier shall procure, to the extent permitted by the Regulations, that the authors of the Foreground Intellectual Property have irrevocably and unconditionally waived all moral rights and any rights of a like nature vesting in them in any part of the world in connection with their authorship of the whole or any part of the Foreground Intellectual Property, including the right to be identified as soon the author of the Foreground Intellectual Property (or any part of it) and the right not to have the Foreground Intellectual Property (or any part of it) subjected to derogatory treatment; (c) Supplier shall do all such further acts and execute such further deeds and documents as reasonably practicable give AHDB particulars thereof may be necessary or desirable to fully and effectively vest in Writing UCL the rights specified in this Clause 16.2 and shall make no comment or admission in order for UCL to any third party apply for, and obtain, registrations in respect thereofof such rights; and (d) UCL grants to Supplier a limited, royalty-free, non-exclusive and personal licence to use the Foreground Intellectual Property assigned to UCL pursuant to this Clause 16.2 for the sole purpose of performing the Services (including preparing the Deliverables) under and in accordance with the terms and conditions of this Agreement. 10.6. All AHDB's 16.3 In respect of this Agreement: (a) all Background Intellectual Property Rights is and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their the Party owning it (or, where applicable, the third party from whom its right to use by the Background Intellectual Property has derived) and nothing in this Agreement shall operate to transfer any Background Intellectual Property of one Party to the other Party; (b) UCL grants to Supplier shall be allowed only within a limited, royalty-free, non-exclusive and personal licence to use its Background Intellectual Property for the limits sole purpose of Supplier performing the Services (including preparing the Deliverables) under and in accordance with the terms and conditions of this Agreement; and (c) Supplier grants to UCL a royalty-free, worldwide, non-exclusive, perpetual and irrevocable licence to use (and allow others to use) its Background Intellectual Property to the extent required for UCL to use and exploit (and allow others to use and exploit) the Deliverables (including the Foreground Intellectual Property) in any manner of UCL’s choosing. 16.4 Supplier warrants and undertakes to UCL that it has the right to (i) assign to UCL the Foreground Intellectual Property in accordance with Clause 16.2; and (ii) licence UCL to use and exploit (and to allow others to use and exploit) its Background Intellectual Property in accordance with Clause 16.3. 16.5 In respect of this Agreement: (a) Supplier undertakes that the Equipment and Services (including any Deliverables and Software) Supplier supplies to UCL and any person's use of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract same shall not affect the ownership of infringe any rights (including any Intellectual Property Rights Rights) of any third party; and (b) Supplier shall indemnify UCL against all costs (including the cost of defending any legal action brought against UCL), damages, losses and expenses suffered or incurred by UCL arising out of or in existence before connection with any claim made or threatened alleging that the Commencement Date. 10.7.1. For Equipment and/or Services (including, for the avoidance of doubt, Condition 10.1 any Deliverables and Software) and/or the use or receipt of the same (or any part of them) constitutes an infringement or other violation of any rights (including any Intellectual Property Rights) of any third party, provided that the foregoing undertaking and indemnity shall not apply to the extent that the alleged infringement or other violation of any rights (including any Intellectual Property Rights) of a third party relates to any Background Intellectual Property of UCL that has been supplied or made available by UCL to Supplier for use in relation connection with the performance of the Services (where applicable). 16.6 Nothing in this Agreement shall operate to pre- existing transfer ownership of any of the Intellectual Property Rights subsisting in software any Software, which shall remain with Supplier or the relevant third party licensor(s), as applicable. 16.7 For the purposes of these Terms: (a) Background Intellectual Property means, in respect of a Deliverable, any Intellectual Property Rights subsisting in the Deliverable other than any Foreground Intellectual Property; and (b) Foreground Intellectual Property means, in respect of a Deliverable, any Intellectual Property Rights subsisting in the Deliverable that has been modified at AHDB’s expense to enable are obtained by, or that are created by or on behalf of, Supplier exclusively in the performance of the Services under this ContractAgreement. 16.8 Nothing in this Agreement shall give Supplier the right to (and Supplier shall not and shall ensure that its Associated Entities shall not): (i) use UCL’s name or any of UCL’s trademarks or logos; or (ii) refer to or name UCL as a client, customer or user of Supplier. Any The use of such modified software by any of UCL’s name, trademarks and/or logos, and the Supplier other than at the request reference to or naming of AHDB UCL as a client, customer or user of Supplier, shall be subject to the prior Parties entering into a separate written agreement (signed by the Parties) in respect of AHDB such matters, which UCL may do, or may refuse to do, in Writingits absolute discretion.

Intellectual Property Rights. 10.1. Unless otherwise agreed9.1 The LME will indemnify the Licensee and their respective, all Intellectual Property Rights Authorised Affiliates, officers, directors, employees, agents and representatives from and against any Losses arising from out of or related to or in connection with a claim brought directly against the supply Licensee and/or its Authorised Affiliates that the use of the Goods and Services Licensed Data, as permitted to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created be used by the Supplier (Licensee and / or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied Authorised Affiliates under this Contract Agreement infringes the Intellectual Property Rights of a any third party. 9.2 The indemnity in clause 9.1 is conditional upon the Licensee: (a) carrying out all reasonable actions to mitigate such Losses; (b) notifying the LME in writing within 30 days of: (i) the Licensee and/or its Authorised Affiliates receiving notice of such a claim; or (ii) the Licensee and/or its Authorised Affiliates becoming aware of any circumstances that could reasonably result in such a claim arising; (c) the Licensee Personnel or any of the Licensee's Affiliates or any third party acting on behalf of the same not making any admission or agreement to settle or compromise such claim or take any action relating to such claim prejudicial to the LME's defence of the claim without the LME's prior written consent; (d) promptly giving the LME express authority to conduct all negotiations and litigation, and at the LME's own expense defend or settle claims brought against the Licensee and indemnified by the LME in accordance with clause 9.1 provided that the LME shall not agree a settlement in respect of sums due by the Licensee in excess of the sums set out in clause 8.5 or a settlement which requires any admission of wrongdoing or any non- monetary future obligations on the part of the Licensee and / or its Authorised Affiliates without the Licensee's prior written consent; and (e) co-operating and providing the LME with all available information and assistance as the LME may reasonably require, at the LME's expense (excluding legal fees), to facilitate any such defence or other steps taken by the LME in connection with such claim. 9.3 If any claim as detailed in clause 9.1 is made, or in the SupplierLME's reasonable opinion such a claim is likely to be made, against the Supplier shall promptly Licensee, the LME may as its sole option and at its cost eitherexpense: 10.4.1. obtain (a) procure for AHDB the Licensee the right to continue using to use the materials which were LME Data (or any part thereof) in accordance with the subject terms of this Agreement; (b) modify the claimLME Data so that it ceases to be infringing; (c) replace the LME Data with non-infringing LME Data; or 10.4.2. modify or replace (d) terminate this Agreement immediately by notice in writing to the infringing part Licensee and refund any Fees paid by the Licensee as at the date of termination (less a reasonable sum in respect of the materials so as Licensee's use of the LME Data to avoid the infringement or alleged infringement but in such a way that it complies with date of termination) on return of the representations and warranties in this ContractLME Data. 10.5. 9.4 Subject to the limited rights granted to the Licensee under the Licence, the Licensee acknowledges and agrees that all rights including Intellectual Property Rights in and to the Licensed Data and the Trade Marks shall remain at all times vested in the LME or its licensors (as applicable). 9.5 If at any time the Supplier Licensee becomes aware that of any person alleges that misuse of the Data or the Trade Marks by any person, including the Licensee Personnel, it shall promptly inform the LME of such misuse and at the LME's request and expense take all reasonable steps necessary to assist the LME or its licensors in protecting and enforcing its Intellectual Property Rights in the Data or Trade Marks. 9.6 This Agreement does not transfer any Intellectual Property Rights owned by from the LME to the Licensee, or otherwise give any right or permission to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing Rights, save those rights and shall make no comment or admission to any third party in respect thereofpermissions which are expressly identified herein. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1To note the SFR Medical Form National Template has been designed by FCN for use nationally with the aim to ensure the forensic reports /statements entering the Criminal Justice System are standardised and easily recognised by Judiciary, magistrates and legal representatives. Unless otherwise agreedFCN reserve the right to the national template designed and adopted by SFR Medical in the delivery of the service during the life of the Contracts. FCN reserve the right to continue to use this designed SFR Medical National Forms as is and or with future changes as agreed with FCN, without any limitations or liabilities by the Contractor, now or in perpetuity. In addition: 1) All Intellectual Property Rights provided to the Supplier/Contractor by the Authority and/or Chief Constable if applicable shall remain the Authority’s property absolutely; 2) The Customer acknowledges that all Intellectual Property Rights arising from in the supply Software; any Maintenance Releases; and any software development or improvements including AI, belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Software OR A1 other than the right to use it in accordance with the terms of this agreement 3) In relation to the scope of the Goods access, the Supplier grants to the Authority a non-exclusive access to the software license for the use the Software as intended, to allow the supplier to complete the service (deliverables) required under the terms of the agreement. 4) In so much as the “Deliverables” of the agreement belong to the Authority; such right to use the deliverables is also therefore granted by the Authority(s) to the Crown Prosecution Service (CPS) and Services other such Authorities to AHDB together be used in conjunction with and solely for the investigation of criminal cases and the resulting prosecutions. 5) Intellectual Property pre-existing at the Commencement Date and owned by the supplier/contractor shall be licensed to the Authority insofar as it is necessary for the Authority to exercise its rights under the contract/agreement. Such a license shall be perpetual, irrevocable and royalty-free based on this agreement and national rate card. 6) The Customer and the Supplier shall not: a) sub-license, assign or novate the benefit or burden of this licence in whole or in part; b) allow the Software to become the subject of any charge, lien or encumbrance; and c) deal in any other manner with any other information, knowledge, idea, design, material, or invention all of its rights and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them obligations under this agreement without the prior written consent of AHDB. The Supplier at all parties the request and expense of AHDB will take all measures which may be necessary to vest ownership of Customer & Supplier, such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do consent not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly unreasonably withheld or delayed. See clause 11 SLA General Terms and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this ContractConditions. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges 4.1 Subscriber acknowledges that any Intellectual Property Rights which subsist in a Data Product and the delivery method is and shall remain the valuable intellectual property owned by or licensed to TPICAP, its Affiliates and/or their respective licensors. 4.2 Subscriber agrees that any use or Entitlement of a Data Product in a fashion not permitted by a this Agreement or applicable Order Form is likely to cause harm to TPICAP, its Affiliates and/or Data Providers which may be vested irreparable by money or damages alone, and that TPICAP shall be entitled to seek an injunction against such improper use or Entitlement without being required to post a bond or other security in AHDB are invalid connection with same. 4.3 If and to the extent that Subscriber and any Customer is licensed to and creates and/or provides any Derived Data, Subscriber and/or its Customers shall be fully responsible for such Derived Data and TPICAP shall bear no liability for the same. Subscriber shall indemnify and hold harmless TPICAP from and against any and all Losses incurred by TPICAP directly or indirectly arising out of or in connection with such Derived Data. Subject to the terms of Clause 8.6(d), Subscriber must expunge from its records Data from all formulas, codes, source documents or other bases for Derived Data which contain Data upon the termination of the Order Form. 4.4 Subscriber shall take technical and commercially reasonable efforts to preserve, and prevent the infringement of or harm to TPICAP’s proprietary rights in the Data, including promptly notifying TPICAP in the event Subscriber becomes aware of any breach, use, or Entitlement of the Data which infringes TPICAP’s proprietary rights in the Data. This obligation does not include the responsibility by Subscriber to register for intellectual property protection, but may include assisting or cooperating with TPICAP in its own efforts to register intellectual property protection or to enforce its own intellectual property in administrative or judicial proceedings. In the event that the distribution or Entitlement in a jurisdiction without a certain action or filing could materially impair TPICAP’s rights to the Data or to enforce this Agreement (or applicable Order Form), Subscriber shall, upon request by TPICAP, promptly suspend such distribution or Entitlement in such jurisdiction; provided, that if thereafter TPICAP decides to make such filings or take such action, Subscriber shall cooperate with TPICAP in doing so. Subscriber shall immediately notify TPICAP in writing of any challenge to its, its Affiliates’, or any Customer’s or End User’s use of the Data, or claim by any entity of any rights in the Data. TPICAP shall have sole discretion to take such Intellectual Property Rights infringes action, as it deems appropriate in connection with the foregoing, and the right to control exclusively any Intellectual Property Rights of another party then it settlement, litigation or other proceeding involving any such alleged challenge or claim. Subscriber shall as soon as reasonably practicable give AHDB particulars thereof in Writing comply with TPICAP’s reasonable request to execute any instruments and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB render such reasonable assistance as may, in the opinion of TPICAP’s legal counsel, be necessary or advisable to protect and maintain the Supplier (including copyright therein) shall remain proprietary rights of TPICAP in the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the PartiesData. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed10.1 Licensor owns all intellectual property rights in and to the Software. 10.2 Licensor takes responsibility, all Intellectual Property Rights arising from the supply and shall save, defend and hold Licensee and Licensee’s employees, officers, and directors harmless, should Licensee’s use of the Goods and Services to AHDB together with any Software infringe on third party copyright, patent or other informationintellectual property rights. 10.3 Licensor’s commitment as per paragraph 10 applies if: a) Licensor, knowledgewithout undue delay, ideabut no later than two (2) weeks after Licensee became aware of the alleged infringement, design, material, or invention and any expression is notified in writing by Licensee of any idea created claim alleged or action brought; and b) Licensee has used the Software in accordance with these Terms and Conditions. 10.4 In the event of an infringement of third party’s intellectual property rights, Licensor has the right, at its own expense, to take over the dispute and bring proceedings on behalf of Licensee. Licensor, as far as legally possible and after consultation with Licensee, may then decide on the defense against such action and conduct negotiations concerning settlement or resolution. 10.5 If an infringement is found to exist or it is likely that such an infringement exists Licensor shall at its own expense and according to Licensee’s wishes: a) ensure for Licensee the right that has been restricted by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made infringement so that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to Software can be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claimused unhindered; or 10.4.2. modify b) replace or replace make any technical and other changes to Software, required to ensure that infringement as described above no longer exists and that Licensee may thereby use the infringing part of the materials so as to avoid the infringement or alleged infringement but Software in such a way that it complies accordance with the representations these Terms and warranties in this ContractConditions. 10.510.6 If Licensee intends to display information or third party information feeds through the Software for Licensee’s own purposes, Licensee shall obtain written consent from that third party. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of Licensee has not obtained such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it consent, Licensee shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any hold Licenseor harmless from all third party in respect thereofclaims. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed(A) All intellectual property rights (including patents or Patents, all Intellectual Property Rights arising from trademarks or Trademarks, copyrights, designs and domain names) in the supply Goods or created, developed or acquired by the Seller in the performance of its obligations under the Contract shall be and remain the absolute property of the Goods Seller and, subject to clause 14(C), 14(D) and Services 14(E), the Buyer shall not have any rights to AHDB together with any other information, knowledge, idea, design, material, the Seller’s intellectual property rights (including the Patents or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2Trademarks). The Supplier Buyer acknowledges that it shall fully disclose all such arising Intellectual Property Rights not, by virtue of the Contract or otherwise, obtain or claim any right, title or interest in or to AHDB and the intellectual property rights (including the Patents or Trademarks) in the Goods. The Buyer shall not use them for its own purposes or those of permit any third party nor disclose them without to use the prior Goods in any manner that is prejudicial to the Seller, including copying or reverse engineering the Goods. (B) The use of aqueous vermiculite dispersion (AVD) in the Buyer’s fire extinguishing apparatus or systems is subject to the Patents. (C) The Seller grants to the Buyer a single use licence (under patent 2830718 and/or WO2013/144644) in respect of each unit of AVD sold to the Buyer by the Seller for the application and use of the AVD in the Buyer’s Equipment containing AVD that it manufactures, whether portable or fixed, supplied directly or indirectly and whether supplied in original or secondary packaging. (D) If the Seller supplies a batch of AVD to the Buyer and the Buyer in turn supplies a smaller part or separate units of such batch to its own customers, the Seller shall grant a right to the Buyer to sub-licence the single use licence contained in clause 14(C) to the Buyer’s customers of the Buyer’s Equipment provided that the Buyer shall ensure that all packaging of such smaller part or units of AVD shall be legibly and clearly marked with the following statement to the effect that that the user has been granted a single use licence (under patent 2830718 and/or WO2013/144644) for the application of the supplied AVD in the products manufactured by the Buyer’s customers: The sub-licence contained in this clause 14(D) shall only be in respect of the smaller part or separate units of the whole batch supplied to the Buyer. (E) The Seller may, by written consent notice, grant to the Buyer the non-exclusive right to use the Trademarks in respect of AHDBor in connection with the Goods for the purpose of promoting, advertising and/or selling its own brand products or the Goods subject to and for the duration of the Contract. The Supplier Buyer acknowledges and agrees that all rights in the Trademarks shall remain with the Seller and any goodwill arising from any use of the Trademarks by the Buyer shall accrue automatically to the Seller, and that the Buyer has and will acquire no right in them by virtue of the discharge of its obligations under the Contract, except for the right to use the Trademarks as expressly provided in the Contract. The Buyer shall comply with all rules for the use of the Trademarks issued by the Seller. All representations of the Trademarks that the Buyer intends to use shall be submitted to the Seller for written approval before use. Whenever the Trademarks are used by the Buyer such use shall, in respect of registered Trademarks be accompanied by wording and clear marking by use of the ® sign to show that they are registered Trademarks of the Seller. (F) The Buyer shall promptly provide the Seller with copies of all communications relating to the Patents, the Trademarks or AVD with any government body, regulatory, industry or other authority. The Seller shall not be obliged to take any action following such communication or be liable for any inaction. The Buyer shall ensure as far as is practicable that all of its products (including extinguishing apparatus, systems or extinguishers) sold in conjunction with or for use with AVD are safe for the use for which they were intended. (G) Each party shall inform the other promptly in writing of any alleged infringement of the Seller’s intellectual property rights (including the Patents and Trademarks) of which it is aware and shall provide the other party with any available evidence of the alleged infringement. The Seller shall have the sole and exclusive right to determine all matters relating to the enforcement and defence of the Seller’s intellectual property rights (including the Patents and Trademarks) and the Seller shall be under no obligation to enforce or defend such intellectual property rights or to defend any claim of infringement. The Buyer shall render reasonable assistance at the Seller’s request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged cost in relation to all proceedings relating to any such matters. (H) The Seller makes no representation or warranty as to the Contract validity or enforceability of the Patents, Trademarks, Know-how or its other intellectual property nor as to whether they, or the acts licensed or agreed to be licensed under the Contract, infringe any intellectual property rights of third parties in the territory in which the Buyer is engaged on terms manufacturing and/or selling the Buyer’s products. (I) The Buyer shall not do or cause to do anything which shall or may impair, damage or be detrimental to the reputation or goodwill associated with the Seller or the Trademarks or do anything which may jeopardise or invalidate any registration for, or application to register, any of the Seller’s intellectual property rights (including Patents and Trademarks). The Buyer shall not entitle him to copyright use any of the Seller’s intellectual property rights (including Patents, the Know-how or any other arising Intellectual Property Rights; 10.3.2the Trademarks) outside the scope of the licences in this clause, or after termination of the above licences. The Buyer shall ensure that it the Seller is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by promptly informed of all Improvements. For the purposes of this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partyclause, “Improvements” means developments, enhancements, or in modifications of: (i) any of the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were inventions that are the subject of the claimPatents from time to time; or 10.4.2. modify or replace the infringing part (ii) any of the materials so as to avoid Know- how; and all rights protecting those developments, enhancements and modifications including all rights protecting further inventions that are quite distinct from the infringement or alleged infringement but in such a way rights that it complies with are the representations and warranties in this subject of the licences granted under the Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.17.1 Service Provider warrants that the sale or use of goods, or the performance or provision of the Deliverables will not violate or infringe any Philippines or foreign copyright, patent, trademark, registered design or any other Intellectual Property Rights. Unless otherwise agreed, Service Provider warrants that all Intellectual Property Rights arising from on the supply pre-existing materials used by Service Provider in the provision of Deliverables to Accenture are owned by the Goods and Services Service Provider. Notwithstanding the above, the Service Provider hereby grants Accenture an irrevocable license to AHDB together with use, copy or modify such pre- existing materials for internal business purposes, free of royalty payments or any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBcharges. 10.2. 7.2 The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB all works of authorship developed or its nominee created by Service Provider in the course of provision of Deliverables ("Project Materials") shall immediately and shall assist AHDB exclusively vest in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessaryAccenture. To In the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made event that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes Service Provider requests and Accenture grants written consent that the Intellectual Property Rights of a for specific Project Materials be not assigned to Accenture, Service Provider shall grant to Accenture and its affiliates an irrevocable royalty-free license to use, copy or modify the Project Materials, with right to sub-license such Project Materials to third partyparties for the purposes intended by Accenture upon notice to Service Provider. 7.3 To the extent permissible under the applicable law, or the Service Provider hereby waives all moral rights (as defined under the Law on Copyright, RA No. 8293) in the Supplier's reasonable opinion such a claim is likely Project Materials supplied hereunder in so far as they relate to be made, the Supplier shall promptly Accenture and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way agrees that it complies has obtained all waivers of moral rights and consents from any employee, agent, subcontractor or other third party necessary to comply with its obligations under this Clause 7. 7.4 Any drawings, specifications, data, documents, and other information provided by Accenture to the Service Provider in connection with the representations Purchase Order and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any all Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) therein shall remain the property of AHDB. Their use by Accenture, and the Supplier shall be allowed only within at all times keep confidential all such information. Service Provider shall take adequate procedures to protect the limits secrecy of such drawings, specifications, data, documents, and other information, and shall return the same to Accenture upon completion of the purpose of this Contract or another written contract between the PartiesPurchase Order. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless 5.1 All Background Intellectual Property is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background Intellectual Property has derived). 5.2 Each party shall in relation to its Background Intellectual Property grant to the other such non -exclusive, royalty free rights to use such Background Intellectual Property as are necessary for the purposes of fulfilling its obligations and exercising i ts rights and benefits under and for the purposes and duration of this MSA and each applicable Order Form. 5.3 Each party confirms that it holds all the Background Intellectual Property in relation to the Services and this MSA that is necessary to grant or procure all the rights it purports to grant or procure under and in accordance with the terms of this MSA. 5.4 All Customer Materials used under and in connection with this MSA shall remain owned by the Customer (or its third-party licensor(s)). 5.5 Any Foreground Intellectual Property shall vest in and be owned absolutely by the party creating or developing it . 5.6 Each party shall in relation to its Foreground Intellectual Property grant to the other such non-exclusive, royalty free rights to use such Foreground Intellectual Property as are necessary for the purposes of fulfilling its obligations and exercising its rights and benefits under and for the purposes and duration of this MSA and each applicable Order Form. 5.7 The Supplier hereby grants to (or shall procure for) the Customer the non-exclusive, revocable, non-transferable right (without the right to grant sub-licences/rights) to permit the Customer and its User(s) to receive, access and use the Services during the Service Term, solely for the Customer's own business operations and subject to any requirements, limits and restrictions specified in the applicable Order Form(s). 5.8 The rights provided under clause 5.7 above are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company or affiliate of the Customer, unless otherwise agreedagreed in writing in any applicable Order Form. 5.9 The Customer shall indemnify the Supplier, its agents and subcontractors from and against all claims, demands, actions (including any claim alleging infringement of third party rights), costs, expenses, Liabilities and damages or losses (including all interest, penalties and, where reasonably incurred, legal and other professional costs and expenses) which the Supplier, its agents or subcontractors suffer or incur arising out of or in connection with any infringement of a third party’s Intellectual Property Rights arising from the supply Supplier’s receipt or use of the Goods Customer's Background Intellectual Property or Foreground Intellectual Property (including any Customer Materials) in accordance with this MSA and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBOrder Form. 10.2. The Supplier 5.10 Each party shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of all reasonable endeavours to procure that any necessary third party nor disclose them without the prior written consent of AHDB. The Supplier at the request shall, promptly execute such documents and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all perform such acts and executing all such documents as AHDB may reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting be required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of giving full effect to this Contract or another written contract between the PartiesMSA and any Order Form. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.114.1 Nothing in this Agreement shall operate to transfer ownership of the Signatory Materials to PRI. Unless otherwise agreedYou, and where relevant your licensors, retain all Intellectual Property Rights arising from in the supply Signatory Materials. PRI shall not copy, amend or make use of any of the Goods and Services to AHDB together with any Signatory Materials, other information, knowledge, idea, design, material, or invention and any expression of any idea created than as expressly permitted by the Supplier (or its agents or employees) shall be the exclusive property of AHDBthis Agreement. 10.2. The Supplier shall fully disclose all such arising 14.2 To the extent that Intellectual Property Rights subsist in any of your Signatory Materials, you hereby grant PRI a transferrable, sublicensable, worldwide, royalty-free licence to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights solely to meet our obligations under this Agreement and for the purposes set out herein. 14.3 Nothing in AHDB or this Agreement shall operate to transfer ownership of the PRI Materials to you. PRI, and where relevant its nominee and shall assist AHDB in establishing and protecting such licensors, retain all Intellectual Property RightsRights in the PRI Materials. You shall not copy, including if necessary doing all such acts and executing all such documents amend or make use of any of the PRI Materials, other than as AHDB reasonably deems necessary. expressly permitted by this Agreement. 14.4 To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such that Intellectual Property RightsRights subsist in any of the PRI Materials, PRI hereby grants to you a non-transferable, worldwide, royalty-free licence to use the PRI Materials solely to meet your obligations under this Agreement and for the purposes set out herein, and without the right to sub-licence. 10.314.5 Without prejudice to the foregoing, PRI acknowledges that all Intellectual Property Rights in your name, trademarks and logos (and any associated goodwill) belong to and shall remain your property. The Supplier shall: 10.3.1. ensure that each person who is engaged PRI may not bring, defend or settle any action in relation to the Contract is engaged on terms which do not entitle him your name, trademarks or logos. Where you are involved in any claim or proceeding in relation to copyright your name, trademarks or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. logos, PRI will give its reasonable co-operate with and assist AHDB operation to you in obtaining and/or enforcing any and all rights in such Intellectual Propertyrelation to those claims or proceedings. 10.4. If a claim is made 14.6 Without prejudice to the foregoing, you acknowledge that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the all Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely PRI names, trademarks and logos (and any associated goodwill) belong to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDBPRI. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract You may not bring, defend or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of settle any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply action in relation to pre- existing Intellectual Property Rights the PRI name, trademarks or logos. Where PRI is involved in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject any claim or proceeding in relation to the prior agreement of AHDB PRI name, trademarks or logos, you will give your reasonable co-operation to PRI in Writingrelation to those claims or proceedings.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 9.1 All Intellectual Property Rights arising from in the supply Deliverables shall belong to 2iC and the Customer shall have no rights in respect of any of the Goods Deliverables except as expressly granted under this agreement. The Customer shall do or procure to be done all such further acts and Services things and execute or procure the execution of all such other documents as 2iC may from time to AHDB together with time require for the purpose of giving 2iC the full benefit of the provisions of this clause. 9.2 2iC undertakes at its own expense to defend the Customer or, at its option, settle any other information, knowledge, idea, design, material, claim or invention and any expression action brought against the Customer alleging that the use or possession of any idea created by of the Supplier Deliverables (or its agents or employeesany part of them) shall be infringes the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising UK Intellectual Property Rights to AHDB of a third party (Infringement Claim) and shall not use them be responsible for its own purposes any reasonable losses, damages, costs (including legal fees) and expenses incurred by or those awarded against the Customer as a result of or in connection with any such Infringement Claim. 9.3 Clause 9.2 is conditional on: (a) the Customer notifying 2iC in writing, as soon as reasonably practicable, of any third party nor disclose them Infringement Claim of which it has notice; (b) the Customer not making any admission as to liability or compromise or agreeing to any settlement of any Infringement Claim without the prior written consent of AHDB. The Supplier 2iC, which consent shall not be unreasonably withheld or delayed; and (c) 2iC having, at its own expense, the conduct of or the right to settle all negotiations and litigation arising from any Infringement Claim and the Customer giving 2iC all reasonable assistance in connection with those negotiations and such litigation at 2iC's request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rightsexpense. 10.3. The Supplier shall: 10.3.1. ensure that each person who 9.4 If any Infringement Claim is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partymade, or in the Supplier2iC's reasonable opinion such a claim is likely to be made, against the Supplier shall promptly and Customer, 2iC may at its cost eithersole option and expense: 10.4.1. obtain (a) procure for AHDB the Customer the right to continue using using, developing, modifying or maintaining the materials which were Deliverables (or any part of them) in accordance with the subject terms of the claimthis agreement; or 10.4.2. (b) modify or the Deliverables so that they cease to be infringing; or (c) replace the Deliverables with non-infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in works; or (d) terminate this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB agreement immediately on notice to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject Customer and repay to the prior Customer all sums which the Customer has paid to 2iC under this agreement during the year in which the termination occurs, less a charge for the Services performed up to the date of AHDB in Writingtermination.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such 9.1 All Intellectual Property Rights in AHDB Deliverables shall vest in InterQuest or its nominee licensors. InterQuest hereby grants the Client a non-exclusive non-transferable licence to use the Deliverables for the purpose for which they were supplied. 9.2 The Client shall follow all reasonable instructions that InterQuest gives from time to time with regard to the use of trademarks, copyrights, database rights and other notice of ownership rights of InterQuest and/or its licensors. 9.3 Nothing in this Agreement shall assist AHDB prevent InterQuest from using any Know how gained, nor limit InterQuest’s ownership of InterQuest Service Tools used or developed during any Service. 9.4 If the Client receives a claim from a third party alleging that their use in establishing and protecting such the UK of any Deliverables infringes that party's Intellectual Property RightsRights in the UK and the EEC, including if necessary doing InterQuest will defend the Client against that claim at InterQuest's expense and pay all such acts costs, damages, and executing all such documents as AHDB reasonably deems necessary. To legal fees under any final judgement or settlement made by InterQuest, provided that the extent permitted by applicable LawsClient: (a) Promptly notifies InterQuest in writing of the claim; and (b) Does not at any time admit liability or otherwise settle or compromise, or attempt to settle or compromise the claim except upon the express instructions of InterQuest; and (c) Allows InterQuest to control, and co-operates with InterQuest in, the Supplier defence and any related settlement negotiations. 9.5 InterQuest shall waive not be liable under the indemnity in Clause 9.4 if the claim has been caused by: (a) any correction or modification of the Deliverables performed by a party other than InterQuest, its sub-contractors or agents, or (b) the combination of the Deliverables with the Client’s or its sub-contractors software or items, or (c) work done in accordance with the Client's specifications or instructions. 9.6 In the event of such a claim, the Client agrees to permit InterQuest to take whatever steps are necessary to enable continued use of Deliverables, or to modify them, or replace them with Deliverables that are at least functionally equivalent. If in InterQuest's opinion none of these alternatives are reasonably available, the Client shall procure return the waiver Deliverable(s) giving rise to the claim upon InterQuest's written request and InterQuest will refund the Charges paid by the Client in respect of moral rights in such the relevant Deliverable(s). 9.7 This Clause sets out InterQuest's entire obligation to the Client regarding any claim of infringement of Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation 9.8 Some software, from third parties licensing such Software to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights InterQuest, delivered as part of a third partyService, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall may be subject to licensing terms and conditions which accompany them. Such terms and conditions shall take precedence over this Agreement for the prior agreement supply of AHDB in Writingsuch software.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 10.1 To the extent that the Supplies contain material that contains or is constituted by Background Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other informationSupplier, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of Supplier’s licensors and/or any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense commencement of AHDB will take the Contract: (a) the Supplier grants, with regard to all measures which may be necessary to vest ownership of such Background Intellectual Property Rights which is vested in AHDB or its nominee the Supplier, an irrevocable, royalty free, perpetual license to copy, use and shall assist AHDB in establishing modify such material to enable the Customer to fully utilize, receive, use and protecting such access the Supplies; and (b) the Supplier shall, with regard to all Background Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To which is vested in the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title Supplier’s licensors and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, at its own costs, promptly enter into the necessary arrangements such that the third party grants the Customer a licence to do the acts stated in Clause 10.1(a). 10.2 All rights (including Intellectual Property Rights) and title to, and interest in, all Foreground Intellectual Property shall on its creation vest immediately in and shall be the sole and exclusive property of Customer unless as otherwise agreed by the parties in writing. The Customer may at any time request in writing that the Supplier deliver up any Foreground Intellectual Property to the Customer and the Supplier shall at its own costs and expenses, Deliver all Foreground Intellectual Property to the Customer within five (5) business days from the Customer’s request or in such other period as may be agreed by the Supplier's reasonable opinion such a claim is likely to be madeCustomer. Upon the Customer’s request, the Supplier shall promptly must provide all reasonable assistance to assist the Customer’s Personnel to understand the Foreground Intellectual Property, including the transfer of know-how. 10.3 To the extent necessary and required for the Supplier to Deliver the Supplies under the Contract, at its cost either: 10.4.1. obtain the Customer’s sole discretion, the Customer may procure for AHDB or provide to the Supplier, a right to continue using use Background Intellectual Property owned by the materials which were Customer or a third party for such limited purpose, and subject to any terms and conditions notified by the subject Customer to the Supplier. The Supplier undertakes not to, and not to cause a third party to, use such Background Intellectual Property for any unauthorised purpose, including but not limited to, any unauthorised use or application, reverse engineering, or aiding or assisting in the reverse engineering of the claim; or 10.4.2. modify all or replace the infringing any part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this ContractBackground Intellectual Property. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1(1) All IP Materials: (a) furnished to or made available to the Contractor by or on behalf of the Authority shall remain the property of the Authority; and (b) prepared by or for the Contractor on behalf of the Authority for use, or intended use, in relation to the performance by the Contractor of its obligations under the Contract shall be vested automatically in the Authority; and the Contractor shall not, and shall ensure that the Staff shall not, (except when necessary for the performance of the Contract) without prior approval from the Authority, use or disclose any Intellectual Property Rights in the IP Materials. (2) Without limitation to the foregoing, the Authority grants to the Contractor a royalty- free, non-exclusive, non-transferable limited licence during the Contractor’s provision of the Services, to copy and use (to the extent necessary for the provision of the Services) the Green Deal Quality Mark. Unless otherwise agreedThis licence includes the right to grant sub-licences to Green Deal Participants to use the Green Deal Quality Mark in accordance with the Contract and to the extent necessary for performance of the Services on terms to be agreed with the Authority. (3) The Contractor hereby assigns to the Authority, with full title guarantee, all Intellectual Property Rights arising from which may subsist in the supply IP Materials prepared in accordance with paragraph 1(b). This assignment shall take effect on the date of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, Contract or invention and any expression as a present assignment of any idea created by future rights that will take effect immediately on the Supplier (or its agents or employees) shall be coming into existence of the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights produced by the Contractor. The Contractor shall execute all documentation necessary to AHDB execute this assignment. (4) The Contractor shall waive or procure a waiver of any moral rights subsisting in copyright produced by the Contract or the performance of the Contract. (5) The Contractor shall ensure that the third party owner of any Intellectual Property Rights that are or which may be used to perform the Contract grants to the Authority a non-exclusive licence or, if itself a licensee of those rights, shall grant to the Authority an authorised sub-licence, to use, reproduce, modify, develop and maintain the Intellectual Property Rights in the same. Such licence or sub-licence shall be non-exclusive, perpetual, royalty free and irrevocable and shall include the right for the Authority to sub-license, transfer, novate or assign to other Contracting Authorities, a replacement contractor or to any other third party supplying services to the Authority. (6) The Contractor shall not use them for its own purposes or those infringe any Intellectual Property Rights of any third party nor disclose them without in supplying the prior written consent Services and the Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Authority and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Authority or the Crown may suffer or incur as a result of AHDB. or in connection with any breach of this clause, except where any such claim arises from: (a) items or materials based upon designs supplied by the Authority; or (b) the use of data supplied by the Authority which is not required to be verified by the Contractor under any provision of the Contract. (7) The Supplier Authority shall notify the Contractor in writing of any claim or demand brought against the Authority for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Contractor. (8) The Contractor shall at the request its own expense conduct all negotiations and expense any litigation arising in connection with any claim for breach of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB materials supplied or its nominee licensed by the Contractor, provided always that the Contractor: (a) shall consult the Authority on all substantive issues which arise during the conduct of such litigation and negotiations; (b) shall assist AHDB in establishing take due and protecting such proper account of the interests of the Authority; and (c) shall not settle or compromise any claim without the Authority’s prior written consent (not to be unreasonably withheld or delayed). (9) The Authority shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority or the Contractor by a third party for infringement or alleged infringement of any third party Intellectual Property RightsRights in connection with the performance of the Contractor’s obligations under the Contract and the Contractor shall indemnify the Authority for all costs and expenses (including, including if necessary but not limited to, legal costs and disbursements) incurred in doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3so. The Supplier shall: 10.3.1. ensure that each person who is engaged Contractor shall not, however, be required to indemnify the Authority in relation to any costs and expenses incurred in relation to or arising out of a claim, demand or action which relates to the matters in paragraph 6(a) or (b). (10) The Authority shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authority or the Contractor in connection with the performance of its obligations under the Contract. (11) If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right is made in connection with the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim of the Contractor is likely to be made, the Supplier Contractor shall promptly and notify the Authority and, at its cost eitherown expense and subject to the consent of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject (a) modify any or all of the claim; or 10.4.2. modify Services without reducing the performance or replace the infringing part functionality of the materials same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement but in infringement, provided that the provisions herein shall apply mutates mutandis to such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by modified Services or to be vested in AHDB the substitute Services; or (b) procure a licence to use and supply the Services, which are invalid or that use the subject of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materialsthe alleged infringement, products, samples, documents and information provided by AHDB on terms which are acceptable to the Supplier Authority, and in the event that the Contractor is unable to comply with paragraphs (including copyright therein11) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.(a) or

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 11.1 All Intellectual Property Rights arising belonging to a party prior to the execution of this Agreement shall remain vested in that party. 11.2 The Supplier hereby grants to Gatwick and where appropriate and applicable shall procure the grant to Gatwick of a non-exclusive, royalty free, perpetual, irrevocable licence for Gatwick to use the Supplier’s Intellectual Property in the Services and Materials for the purpose of this Agreement. 11.3 Subject to Clause 11.1, all New IPR shall belong to and vest in Gatwick. The Supplier hereby assigns absolutely (and shall procure that all relevant third parties assign absolutely) to Gatwick by way of present assignment of existing and all future property, rights, title and interest, all New IPR, all of which shall vest in Gatwick immediately upon creation of the same with full title guarantee and free from all encumbrances and other rights of whatever nature exercisable by any third party, together with the supply right to take action for any past, present and future damages and other remedies in respect of any infringement or alleged infringement of such New IPR. 11.4 In respect of the Goods and any goods that are transferred to Gatwick as part of the Services to AHDB together with under this Agreement, including without limitation the Materials or any other informationpart of them, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be warrants that it has full clear and unencumbered title to all such items, and that at the exclusive property date of AHDB.delivery of such items to Gatwick, it will have full and unrestricted rights to sell and transfer all such items to Gatwick 10.2. 11.5 The Supplier shall fully disclose obtain waivers of all such arising Intellectual Property Rights moral rights in the products, including for the avoidance of doubt the Materials, of the Services to AHDB and shall not use them for its own purposes which any individual is now or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction. 11.6 Without prejudice to vest ownership the indemnity in Clause 19.1.2, if any of such Intellectual Property Rights the Goods and/or Services (or item used in AHDB the delivery thereof) becomes, or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Lawsreasonable opinion of Gatwick is likely to become the subject of an infringement claim, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shallat its own cost and upon Gatwick’s request: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, 11.6.1 procure for the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB Gatwick the right to continue using to use or receive the materials which were the subject of the claimrelevant Goods and/or Services in accordance with or as contemplated by this Agreement; or 10.4.2. 11.6.2 modify or replace substitute the infringing part relevant Goods and/or Services so that they are non-infringing, provided that any such modification or substitution shall not degrade the performance or quality of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contractaffected item. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1▇. Unless otherwise agreed▇▇▇▇ is and shall be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the services performed under this Agreement, including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (collectively “Intellectual Property Rights”) therein. COB/Advisor hereby irrevocably assigns to PRIM, in each case without additional consideration, all right, title and interest throughout the world in and to all such results and proceeds of the services performed under this Agreement, including all Intellectual Property Rights arising from the supply of the Goods therein. b. COB/Advisor shall make full and Services prompt disclosure to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression PRIM of any idea created inventions or processes, as such terms are defined in 35 U.S.C. § 100 (the “Patent Act”), made or conceived by COB/Advisor alone or with others during the Supplier (Term relating to the Business or its agents in connection with COB/Advisor’s performance of services pursuant to this Agreement, whether or employees) shall be not such inventions or processes are patentable or protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the exclusive property premises of AHDB. 10.2PRIM. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and COB/Advisor shall not use them for its own purposes or those of disclose to any third party nor disclose them the nature or details of any such inventions or processes without the prior written consent of AHDB. The Supplier PRIM. c. Upon the reasonable request of PRIM, and at the request no cost to COB/Advisor, COB/Advisor shall promptly take such further actions, including execution and expense delivery of AHDB will take all measures which appropriate instruments of conveyance, as may be necessary to vest ownership of such Intellectual Property Rights in AHDB assist PRIM to prosecute, register, perfect, record or enforce its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in any deliverables delivered by COB/Advisor to PRIM. In the event PRIM is unable, after reasonable effort, to obtain COB/Advisor’s signature on any such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation documents, COB/Advisor hereby irrevocably designates and appoints PRIM as COB/Advisor’s agent and attorney-in-fact, to act for and on COB/Advisor’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the Contract is engaged on terms which do not entitle him prosecution and issuance of patents, copyrights or other intellectual property protected related to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled deliverables delivered by COB/Advisor to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies PRIM with the representations same legal force and warranties in effect as if COB/Advisor had executed them. COB/Advisor agrees that this Contractpower of attorney is coupled with an interest. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive 40.1 All intellectual property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation any information or material existing prior to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property date of this Agreement (“the Background Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein”) shall remain the property of AHDBthe Partner introducing such information or its third party licensors. Their Insofar as it is able to do so each Partner shall grant the other a non-exclusive non-transferable, royalty free licence to use by all such pre-existing information and materials, including any intellectual property rights in the Supplier shall be allowed only within same for the limits purposes of delivering the Individual Schemes during the term of the purpose of Agreement, and in perpetuity insofar as such licence is necessary for the Partners to use the resulting IPR for the purposes permitted in this Contract or another written contract between the Parties.Agreement 10.7. This Contract shall not affect the ownership of any 40.2 All Intellectual Property Rights created in existence before or resulting from the Commencement DateIndividual Scheme (“Foreground Rights”) shall be the property of the Partner by whom the particular Foreground Rights were created. 10.7.140.3 The Partners hereby grant to each other a royalty free, non-exclusive, irrevocable, perpetual licence to use and exploit any Foreground Rights and any intellectual property in any interim results (including any patents or other registered intellectual property rights registered, together with the right to grant sub-licences to third parties to use and exploit the same) provided always that the granting Partner makes no representation or warranty that any Foreground Rights will be fit for any particular purpose, and accepts no responsibility for any use which may be made of any Foreground Rights, materials, information, apparatus, method or process arising from its work or otherwise supplied to or to which a Partner gains access. 40.4 Any Partner supplying information, including but not limited to existing intellectual property, shall be under no obligation in respect of the accuracy of such information and no warranty, condition or representation of any kind is made, given or to be implied in any case as to the sufficiency, accuracy and rights of third parties by the use of such information. For The Partner receiving that information shall in any case be solely responsible for the avoidance use it puts that information to. 40.5 Each Partner will use reasonable endeavours to procure that any third party owner of doubt, Condition 10.1 shall not apply in relation to pre- existing the Intellectual Property Rights referred to in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject Clause 40.1 above grants to the prior agreement of AHDB other Partner an authorised sub-licence to use the material on the same terms as the licence granted in WritingClause 40.1.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all The Parties agree that the Intellectual Property Rights arising from in any way contained in the supply Product(s), made, conceived or developed by The Seller and/or its Affiliates for the Product(s) under this Agreement and/or, achieved, derived from, related to, connected with the provision of the Goods and Services to AHDB together with Product(s) by The Seller and/or acquired by The Seller from any other information, knowledge, idea, design, material, or invention and any expression person in performance of any idea created by the Supplier (or its agents or employees) this Agreement shall be the exclusive property of AHDBThe Seller and/or its Affiliates. 10.2. Notwithstanding anything to the contrary herein, all Intellectual Property Rights in the Product(s) shall remain the exclusive property of The Supplier shall fully disclose all such arising Seller and/or its licensors. Except for licenses explicitly identified in The Seller’s shipping confirmation or in this Clause 10.2, no rights or licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect of any Intellectual Property Rights of The Seller and/or its Affiliates or any Intellectual Property residing in the Product(s) provided by The Seller to the Purchaser, including in any documentation or any data furnished by The Seller. The Seller grants the Purchaser a non-exclusive, non-transferrable, royalty-free and irrevocable license of The Seller and/or its Affiliates’ Intellectual Property Rights to AHDB solely use the Product(s) delivered by The Seller to the Purchaser for their ordinary function, and shall not use them for its own purposes or those of any third party nor disclose them without subject to the prior written consent of AHDBClauses set forth herein. The Supplier at Purchaser shall in no event violate the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or of The Seller and/or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rightslicensors. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do Purchaser shall not entitle him to copyright illegally use or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes infringe the Intellectual Property Rights of a third partythe Product in any way. Otherwise, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier The Seller shall promptly and at its cost either: 10.4.1. obtain for AHDB have the right to continue using request the materials which were Purchaser to take immediate remedial measures and assume full responsibilities, including but not limited to ceasing the subject infringement immediately, eliminating the impact, and compensating The Seller and/or its suppliers for all losses arising out of the claim; orinfringement, etc. 10.4.210.4. modify The Purchaser shall not use any technical means to disassemble, mapping or replace analyze the infringing part Products of The Seller that the Purchaser obtains publicly to retrieve relevant technical information of the materials so as Products and use it for commercial purposes. Otherwise, The Purchaser shall be liable for losses caused to avoid the infringement or alleged infringement but The Seller in such a way that it complies accordance with the representations and warranties in this ContractClause 10.3. 10.5. If applicable, payment by the Supplier becomes aware that Purchaser of non-recurring charges to The Seller for any person alleges that any Intellectual Property Rights owned by special designs, or engineering or production materials required for The Seller’s performance of Orders for customized Product(s), shall not be construed as payment for the assignment from The Seller to the Purchaser of title to the design or special materials. The Seller shall be vested in AHDB are invalid or that use the sole owner of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment special designs, engineering or admission to any third party in respect thereofproduction materials. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 10.1 The Parties agree that the Intellectual Property Rights arising from in any way contained in the supply Products, made, conceived or developed by BITMAIN and/or its Affiliates for the Products under this Agreement and/or, achieved, derived from, related to, connected with the provision of the Goods and Services to AHDB together with Products by BITMAIN and/or acquired by BITMAIN from any other information, knowledge, idea, design, material, or invention and any expression person in performance of any idea created by the Supplier (or its agents or employees) this Agreement shall be the exclusive property of AHDBBITMAIN and/or its Affiliates. 10.2 Notwithstanding anything to the contrary herein, all Intellectual Property Rights in the Products shall remain the exclusive property of BITMAIN and/or its Affiliates and/or its licensors. Except for licenses explicitly identified in BITMAIN’s shipping confirmation or in this Clause 10.2, no rights or licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect of any Intellectual Property Rights of BITMAIN and/or its Affiliates or any Intellectual Property residing in the Products provided by BITMAIN to the Purchaser, including in any documentation or any data furnished by BITMAIN. The Supplier shall fully disclose all such arising BITMAIN grants the Purchaser a non-exclusive, non-transferrable, royalty-free and irrevocable license of BITMAIN and/or its Affiliates’ Intellectual Property Rights to AHDB solely use the Products delivered by BITMAIN to the Purchaser for their ordinary function, and shall not use them for its own purposes or those of any third party nor disclose them without subject to the prior written consent of AHDBprovisions set forth herein. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights Purchaser shall in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes no event violate the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at BITMAIN and/or its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this ContractAffiliates and/or its licensors. 10.5. If 10.3 The Purchaser shall not illegally use or infringe the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it the Products in any way. Otherwise, BITMAIN shall as soon as reasonably practicable give AHDB particulars thereof in Writing have the right to request the Purchaser to take immediate remedial measures and assume full responsibilities, including but not limited to ceasing the infringement immediately, eliminating the impact, and compensating BITMAIN and/or its Affiliates for all losses arising out of the infringement, etc. 10.4 The Purchaser shall not use any technical means to disassemble, mapping or analyze the Products of BITMAIN, and shall make no comment not reverse engineer or admission otherwise attempt to any third party derive or obtain information about the function, manufacture or operation of the Products, to retrieve relevant technical information of the Products and use it for commercial purposes. Otherwise, the Purchaser shall be liable for losses caused to BITMAIN in respect thereofaccordance with Clause 10.3. 10.6. All AHDB's Intellectual Property Rights and all materials10.5 If applicable, productspayment by the Purchaser of non-recurring charges to BITMAIN for any special designs, samplesor engineering or production materials required for BITMAIN’s performance of obligations for customized Products, documents and information provided by AHDB shall not be construed as payment for the assignment from BITMAIN to the Supplier (including copyright therein) shall remain the property Purchaser of AHDBtitle to such special design, engineering or production materials. Their use by the Supplier BITMAIN shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use sole owner of such modified software by the Supplier other than at the request of AHDB shall be subject special designs, engineering or production materials with regard to the prior agreement of AHDB in Writingsuch Products.

Intellectual Property Rights. 10.1. Unless otherwise agreed23.1 Subject to Clause 9.3, the Supplier hereby irrevocably and unconditionally assigns (and shall procure that its officers, employees, freelancers and sub-contractors assign) as legal and beneficial owner, with full title guarantee and grants all rights, licences and consents (and shall procure that its officers, employees, freelancers and sub-contractors grant all rights, licences and consent) to Agency (and, in the case of assignment of copyright, by present assignment of present and future copyright) all Intellectual Property Rights arising from the supply of in and to the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention for the full duration of such rights and any expression renewals or extensions thereof, wherever in the world enforceable, including, without limitation, all rights to ▇▇▇ for past infringement and applications in respect of any idea created by the same, so that the Supplier (or its agents or employees) shall be may make the exclusive property fullest use of AHDB. 10.2such Goods and Services. The Supplier hereby irrevocably and unconditionally waives and agrees not to assert (and shall fully disclose procure that its officers, employees, freelancers and sub-contractors shall irrevocably and unconditionally waive and agree not to assert) any moral or other similar rights in and to the Goods and the Services in accordance with the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ (in the UK) or any corresponding foreign rights in connection with the authorship of any copyright works in connection with the provision of the Services and the Goods, wherever in the world enforceable. 23.2 The Supplier warrants that in order to give full effect to any assignment under Clause 9.1, it shall acquire the necessary assignments of any and all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of from any third parties engaged in association with the provision of the Services or the Goods and where such assignment cannot be obtained, the procedure in Clause 9.3 shall apply. 23.3 If and to the extent that any of the Goods and/or the Services will comprise or include any rights belonging to any third party, the Supplier will inform Agency before including such third party nor disclose them without material in the Goods and/or the Services and will not include any such third party material unless the Supplier has Agency’s express prior written consent approval to include such third party material. In this Clause “written approval” means written approval by officers or employees of AHDBAgency authorised to approve the Supplier’s Goods and/or Services as notified by Agency from time to time. The Following such written approval, the Supplier at shall procure that Agency and any of its affiliates or clients for whom the request relevant Goods and/or Services were purchased, shall be licensed (free of charge and expense of AHDB will take all measures which for such period as may be necessary or desirable) to vest ownership enable Agency or such clients and affiliates to make the fullest use of such the Goods and/or the Services as they see fit. 23.4 The Supplier undertakes to Agency not to register, assign or licence any Intellectual Property Rights in AHDB and to the Goods and/or the Services without Agency’s prior written consent. In the event that the Supplier does register any such rights (by way of example only, in relation to any trade marks or its nominee domain names), without prejudice to Agency's other rights and remedies under this Agreement or at law, the Supplier shall assist AHDB in establishing transfer the registration of such rights to Agency promptly upon request and protecting such Intellectual Property Rightsat the Supplier’s cost. 23.5 The Supplier shall, including if necessary doing at Agency’s request, take all such acts actions and executing execute all such documents as AHDB reasonably deems necessarymay in Agency’s opinion be necessary to enable Agency to perfect the transfer or assignment of all rights, title and interest to Agency under Clause 9.1 or to obtain, defend or enforce its rights in or arising from the Goods and/or Services or to assign or license such rights to any client or affiliate for whom the relevant Goods and/or Services were purchased by Agency. To The Supplier undertakes that it shall not do or fail to do any act which would or might prejudice Agency’s rights under this Clause 9. 23.6 Without prejudice to any other of the extent permitted rights and remedies available to Agency, if the performance of the Services or the use of or dealing with any Goods by applicable LawsAgency or its affiliates or clients for whom such Services and/or Goods were purchased, infringes, or in Agency’s opinion is likely to be held to infringe, in whole or in any part, any third party Intellectual Property Right or other right, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shallat Agency’s option: 10.3.1. ensure that each person who is engaged in relation (a) procure for Agency and such third parties as Agency may nominate from time to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partytime, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using to receive the materials which were Services and use the subject Goods in question, free of any liability for such infringement; (b) replace or modify the claim; or 10.4.2. modify or replace the Services and/or Goods in question so that they become non-infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies while otherwise complying with the representations requirements of this Agreement; or (c) remove such Goods or any parts thereof from the Goods to be provided under the terms of this Agreement in compliance with an Order and warranties refund to Agency all fees and charges paid by Agency in this Contractassociation with such Goods and any parts thereof. 10.5. If the 23.7 The Supplier becomes aware that any person alleges that undertakes not to use any Intellectual Property Rights which are owned or used by Agency, its affiliates or to be vested their clients in AHDB are invalid connection with the provision of Services or that the Goods other than in the form or manner directed and approved by Agency in advance. Any such approved use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of in accordance with any Intellectual Property Rights in existence before the Commencement Date. 10.7.1brand guidelines and other instructions supplied by Agency from time to time. For the avoidance of doubt, Condition 10.1 nothing in this Agreement shall not apply in relation be deemed or construed as an assignment by Agency to pre- existing the Supplier of any Intellectual Property Rights owned by Agency, its affiliates or their clients, whether in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in WritingClause 9 or otherwise.

Intellectual Property Rights. 10.17.1. Unless otherwise agreedEach party shall remain the owner of all IP owned by it before the start of its relationship with the other party independently or created outside the scope of such relationship (“Background IP”). The Buyer shall remain the owner of IP, all Intellectual Property Rights arising from whether existing or future, relating to or created in the supply course of the Goods Supplier’s performance of its obligations under the Agreement and as such Supplier shall assign and shall procure that all third parties assign to the Buyer with full title guarantee, the IP rights in the deliverables, including any customisations to the Products/ Services, but excluding the Supplier’s Background IP. Where assignment of title is not legally feasible, Supplier hereby grants and shall procure that all third parties grant to Getronics/Buyer, a world-wide, perpetual, irrevocable, non-exclusive, assignable, royalty-free licence (with full right to sublicense) to use, reproduce, exploit, modify, alter or integrate the Products/ Services without restriction. For all copyright work created under this Agreement, Supplier shall complete and maintain a copyright record form containing all necessary information including the author, work, date and place. 7.2. Each Supplier shall permit the use of its and its affiliates' Background IP, to AHDB together with the extent reasonably necessary in order for any other informationGETRONICS and its respective suppliers, knowledgecopackers and repackers to utilize customized IP owned or licensed by any GETRONICS (“Getronics IP“) under the Agreement to make, ideause, designmodify, materialincorporate, develop or supply the Products/ Services. 7.3. The Supplier a) shall supply all Products/ Services that require Getronics IP exclusively for each Buyer and (b) shall not and shall procure that its affiliates do not supply such Products/ Services or any components that contain Getronics IP (or any products which embody any Getronics IP) to, or invention permit them to be provided, distributed or sold, directly or indirectly, to any person other than a GETRONICS or a third party nominated by a GETRONICS, including co-manufacturers, copackers and repackers ("Third Party"). No Supplier shall sell, market or distribute any expression of lookalikes, counterfeit, defective or surplus products containing or embodying any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBGetronics IP. 10.27.4. The Supplier shall fully disclose ensure all such arising Intellectual Property Rights to AHDB and shall not use them defective, obsolete or excess materials containing Getronics IP are rendered unsuitable for its own purposes or those of any third party nor disclose them without the prior written consent of AHDBusage. The Supplier at the request and expense shall provide evidence of AHDB will take all measures which may be necessary compliance with this provision to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property RightsBuyer when required. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed‌ 8.1 As between the Customer and the Supplier, all Intellectual Property Rights arising and all other rights in the Pre-existing Materials shall be owned by the Supplier. Subject to clause 8.2, the Supplier licenses all such rights in the Pre-existing Materials to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If this agreement is terminated, this licence will continue in perpetuity subject to clause 8.2. 8.2 The Customer acknowledges that, where the Supplier does not own any of the Pre- existing Materials, the Customer's use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written licence (or sub-licence) from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, relevant licensor or invention and any expression of any idea created by licensors on such terms as will entitle the Supplier (to license such rights to the Customer.‌ 8.3 Subject to Clause 8.1, the Supplier warrants that all Intellectual Property Rights in the Deliverables shall vest in and belong to the Customer or its agents or employees) shall be end customer. The Supplier irrevocably assigns to the exclusive property of AHDB. 10.2Customer and/or the end customer all present and future rights with full title guarantee throughout the world, free from all encumbrances. The Supplier shall fully disclose execute and do all such arising Intellectual Property Rights acts as are necessary to AHDB enable the Customer and/or end customer to apply for and shall obtain protection in any and all countries. 8.4 The Supplier warrants that they have the right to use all software and materials utilised in connection with the Deliverables, that all necessary licences in connection with the use of all software and materials have been purchased and that the Deliverables do not use them for its own purposes or those of infringe any third party nor disclose them without the prior written consent of AHDB. rights. 8.5 The Supplier at shall indemnify the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or Customer against any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the normal use or possession of the Deliverables, Document, Pre-existing Materials, Supplier’s Equipment (together or use by AHDB of any Goods or Services supplied under this Contract individually “Project Materials”) infringes the Intellectual Property Rights of a any third partyparty provided that the Supplier is notified promptly in writing of any claim that the Supplier is given complete control of such claim, or in that the Customer gives the Supplier all reasonable assistance with such claim (at the cost of the Supplier's reasonable opinion such ) and that the claim does not arise as a claim is likely to be made, result of the use of the Project Materials in combination with any equipment or software programs not supplied or approved by the Supplier or by reason of any alteration or modification to the Project Materials which was not made by the Supplier or without its prior written consent. The Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB have the right to continue using the materials which were the subject of the claim; or 10.4.2. modify replace or replace the infringing change all or any part of the materials so as Project Materials in order to avoid any infringement. The foregoing states the entire liability of the Supplier to the Customer in respect of the infringement or alleged infringement but in such a way that it complies with of the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereofparty. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed9.1 The LME will indemnify the Licensee and their respective, all Intellectual Property Rights Authorised Affiliates, officers, directors, employees, agents and representatives from and against any Losses arising from out of or related to or in connection with a claim brought directly against the supply Licensee and/or its Authorised Affiliates that the use of the Goods and Services Licensed Data, as permitted to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created be used by the Supplier (Licensee and / or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied Authorised Affiliates under this Contract Agreement infringes the Intellectual Property Rights of a any third party. 9.2 The indemnity in clause 9.1 is conditional upon the Licensee: (a) carrying out all reasonable actions to mitigate such Losses; (b) notifying the LME in writing within 14 days of: (i) the Licensee and/or its Authorised Affiliates receiving notice of such a claim; or (ii) the Licensee and/or its Authorised Affiliates becoming aware of any circumstances that could reasonably result in such a claim arising; (c) the Licensee Personnel or any of the Licensee's Affiliates or any third party acting on behalf of the same not making any admission or agreement to settle or compromise such claim or take any action relating to such claim prejudicial to the LME's defence of the claim without the LME's prior written consent; (d) promptly giving the LME express authority to conduct all negotiations and litigation, and at the LME's own expense defend or settle claims brought against the Licensee and indemnified by the LME in accordance with clause 9.1 provided that the LME shall not agree a settlement in respect of sums due by the Licensee in excess of the sums set out in clause 8.5 or a settlement which requires any admission of wrongdoing or any non- monetary future obligations on the part of the Licensee and / or its Authorised Affiliates without the Licensee's prior written consent; and (e) co-operating and providing the LME with all available information and assistance as the LME may reasonably require, at the LME's expense (excluding legal fees), to facilitate any such defence or other steps taken by the LME in connection with such claim. 9.3 If any claim as detailed in clause 9.1 is made, or in the SupplierLME's reasonable opinion such a claim is likely to be made, against the Supplier shall promptly Licensee, the LME may as its sole option and at its cost eitherexpense: 10.4.1. obtain (a) procure for AHDB the Licensee the right to continue using to use the materials which were LME Data (or any part thereof) in accordance with the subject terms of this Agreement; (b) modify the claimLME Data so that it ceases to be infringing; (c) replace the LME Data with non-infringing LME Data; or 10.4.2. modify or replace (d) terminate this Agreement immediately by notice in writing to the infringing part Licensee and refund any Fees paid by the Licensee as at the date of termination (less a reasonable sum in respect of the materials so as Licensee's use of the LME Data to avoid the infringement or alleged infringement but in such a way that it complies with date of termination) on return of the representations and warranties in this ContractLME Data. 10.5. 9.4 Subject to the limited rights granted to the Licensee under the Licence, the Licensee acknowledges and agrees that all rights including Intellectual Property Rights in and to the Licensed Data and the Trade Marks shall remain at all times vested in the LME or its licensors (as applicable). 9.5 If at any time the Supplier Licensee becomes aware that of any person alleges that misuse of the Data or the Trade Marks by any person, including the Licensee Personnel, it shall promptly inform the LME of such misuse and at the LME's request and expense take all reasonable steps necessary to assist the LME or its licensors in protecting and enforcing its Intellectual Property Rights in the Data or Trade Marks. 9.6 This Agreement does not transfer any Intellectual Property Rights owned by from the LME to the Licensee, or otherwise give any right or permission to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing Rights, save those rights and shall make no comment or admission to any third party in respect thereofpermissions which are expressly identified herein. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply 4.1 The Licensed Software contains substantial know-how of the Goods University, and Services Licensee shall employ reasonable security precautions to AHDB together with maintain the nondisclosure or confidentiality of such know-how. As to system information or other information furnished to Licensee by the University, Licensee shall at all times prevent disclosure or dissemination of the know-how embodied therein to any other informationperson, knowledgefirm, idea, design, materialorganization, or invention and any expression employee, except as necessary to exercise the rights granted to Licensee hereunder, provided such person, firm, organization, or employee has agreed to comply with the terms of any idea created by this License Agreement relating to the Supplier (or its agents or employees) shall be the exclusive property of AHDBsame. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents 4.2 Except as AHDB reasonably deems necessary. To the extent permitted by applicable Lawsotherwise provided herein, the Supplier shall waive or shall procure the waiver of moral University claims and reserves all rights and benefits afforded under federal and international copyright law in such Intellectual Property Rightsall programming and documentation comprising Licensed Software as copyrighted works. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged 4.3 Other than the rights granted under the terms of this Agreement, Licensee obtains no right, title, or interest in relation or to any University copyright, trademark, patent, or other intellectual property right relating to the Contract is engaged Licensed Software, and will not remove, alter, cover or obscure any copyright, patent, trademark or other intellectual property notice on terms which do not entitle him to copyright the Licensed Software or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect portion thereof. 10.6. All AHDB's Intellectual Property Rights and all 4.4 If Licensee management or designated person(s) specified in Article 15 become aware of the following, they will (a) notify the University immediately of the unauthorized possession, use or knowledge of any Licensed Software, materials, products, samples, documents and other items or confidential information provided by AHDB or know-how supplied or made available to the Supplier Licensee under this License Agreement, by a person or organization not authorized by this License Agreement to have such possession, use or knowledge and (including copyright thereinb) shall remain assist in correcting any such unauthorized possession, use or knowledge and (c) cooperate with the property of AHDB. Their use University in any litigation against third parties deemed necessary by the Supplier shall be allowed only within University to protect it intellectual property. 4.5 To assist the limits University in the protection of its intellectual property, the Licensee will provide to the University, upon written request of the purpose of this Contract or another written contract between University, the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject Licensee's confidentiality policies and procedures relating to the prior agreement safeguarding of AHDB in Writingthe University's Licensed Software and intellectual property material.

Intellectual Property Rights. 10.116.1 The background technology of each Party shall remain the sole and unencumbered property of such Party. Unless otherwise agreedExcept as explicitly stated in this Agreement, neither Party shall acquire any rights to the background technology of the other Party. 16.2 SCYNEXIS agrees that SCYNEXIS is performing the Services as work for hire and that all Agreement Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive sole and entire property of AHDBMERIAL, subject to MERIAL’s obligations to third parties. SCYNEXIS hereby assigns all rights, title, and interest to any copyrights and any Agreement Intellectual Property. 10.216.3 SCYNEXIS agrees to disclose promptly all Agreement Intellectual Property to MERIAL, without royalty or any other consideration, and in any event, prior to the termination of this Agreement. 16.4 MERIAL will be responsible for performing all freedom-to-operate reviews relating to the Services and for filing and prosecuting any Patents resulting from the Services. SCYNEXIS will provide MERIAL with any relevant information related to Compounds, such as chemical structure, so that MERIAL can generate freedom-to-operate opinions as soon as practically possible. SCYNEXIS also will supply required information for Patent filings. SCYNEXIS agrees to (a) execute any document of assignment or title to transfer and perfect title to Agreement Intellectual Property as MERIAL may, from time to time, deem appropriate, and (b) cooperate fully in freedom to operate reviews and in obtaining whatever protection for Agreement [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Intellectual Property, including Patent rights, MERIAL shall require. The Supplier obligations of SCYNEXIS under this Section 16 to execute title documents and cooperate in matters of title protection shall fully disclose not terminate upon the termination of this Agreement, but rather, shall continue in effect thereafter with respect to all such arising obligations; provided, however, that MERIAL shall reimburse SCYNEXIS for all out-of-pocket expenses incurred by SCYNEXIS in performing services under this Section 16 requested by MERIAL after termination of this Agreement. 16.5 If any Party considers that any Patent is being infringed by a third party, that Party shall notify the other Party and provide it with any evidence of such infringement which is reasonably available. If the infringement relates to any Agreement Intellectual Property Rights to AHDB and Property, MERIAL shall have the right, but not use them for the obligation, at its own purposes expense, to attempt to remove such infringement by commercially appropriate steps, including suit which it can settle on terms it believes commercially reasonable, and all recovery as to which MERIAL may fully retain. If required by MERIAL, SCYNEXIS shall join such suit as a party, at reasonable expense to MERIAL. In any event, SCYNEXIS shall reasonably assist MERIAL in any such suit, at reasonable expense to MERIAL. 16.6 If any warning letter or those other notice of infringement is received by a Party, or action, suit or proceeding is brought against a Party alleging infringement of a Patent of any third party nor disclose them without in the prior written consent manufacture, use or sale of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright a Compound or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required product developed by MERIAL as a result of this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partyAgreement, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier MERIAL shall promptly and at its cost either: 10.4.1. obtain for AHDB have the right to continue using the materials which were the subject of the claim; or 10.4.2control responding to such allegation and will reasonably consult with SCYNEXIS. modify or replace the infringing part of the materials so Except as to avoid the infringement or alleged infringement but in such a way that it complies with the representations set forth above, each Party shall be responsible for responding for its own activities and warranties in this Contractdefending its own activities. 10.5. If 16.7 Any information shared among the Supplier becomes aware that Parties in connection with any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier Patent matters shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be fully subject to the prior agreement of AHDB confidentiality provisions set forth in WritingSection 15 herein. Furthermore, the Parties agree that any information shared at any time in any relation to any Inter Partes Patent Proceeding, including without limitation, initiating, defending, or settling any Inter Partes Patent Proceeding, is subject to joint defense or similar agreements, which the Parties shall memorialize, in good faith.

Intellectual Property Rights. 10.111.1 The Supplier grants us non-exclusive, perpetual, worldwide, irrevocable and assignable rights of use in all deliveries or work results eligible for intellectual property protection in order to integrate them in other products, distribute them and make them available to the public on the internet. Unless In particular but without limitation, this includes the right to modify, edit or otherwise agreedredesign the deliverables or work results for purposes of integration and to distribute the deliverables or work results in the original or in a modified, all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, edited or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBredesigned form. 10.2. 11.2 The Supplier shall fully disclose indemnify us against any and all claims of third parties resulting from any infringement of patents, copyrights, design rights, trademark rights, name rights and other intellectual property rights and applications for intellectual property rights (“IP Rights”) through the contractually agreed use of the deliverables or work results, unless the Supplier is not responsible for the infringement of rights. This applies equally to all necessary expenditures incurred by us in connection with any such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without claims, in particular the prior written consent costs of AHDBlegal defence. The Supplier Furthermore, according to his choice and at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Lawshis expense, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation has to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the delivery or work result to render it non- infringing part but essentially and to a reasonable extend conforming to the functional and performance-related characteristics agreed or, to a reasonable extend, has to indemnify us from any licensing fees towards the IP Right’s holder based on the delivery’s or work product’s usage. Where the Supplier may be held liable under this section 11.2, the Supplier further will be liable for all consequential losses incurred by us, particularly as a result of shortage of supplies and disruptions of production. Nothing in this shall prejudice any further rights and claims of the materials so as to avoid the Supplier based on an infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contractof IP Rights. 10.5. If 11.3 The Supplier may use any goods manufactured, services rendered or other work results made with knowledge or resources from us (such as designs, drawings, specifications), which incorporate IP Rights or secret technical knowhow or manufacturing methods of us, only to fulfil the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereofcontract with us. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.16.1 The Company hereby grants to the Charity with a right to sub licence to Contributors: 6.1.1 the [***] of the Investigational Medicinal Product; 6.1.2 the [***] relating to the Investigational Medicinal Product; 6.1.3 an [***] under the Company Intellectual Property; and 6.1.4 a [***] under the XOMA IP, on a [***] basis for the purpose of preparing for and carrying out (and having prepared or carried out for the Charity) the Clinical Trial. Unless otherwise agreedThe Company shall not be entitled to (and shall (i) procure that its Affiliates do not, and (ii) not authorise any other third party to) conduct any clinical trials in respect of the Antibody or any Back-Up Antibody during the term of this Agreement. 6.2 The Company shall use commercially reasonable endeavours to continue to prosecute and maintain, at its own cost, all Intellectual Property Rights arising from the supply of the Goods and Services Company Patent Rights. If the Company intends to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression substantially narrow the scope of the claims of any idea created Patent Rights within the Company Patent Rights it will first consult with CRT and take into good faith consideration any concerns or views expressed by CRT. If the Supplier Company elects not to prosecute or maintain any part of the Company Patent Rights, the Company shall notify CRT in writing within a reasonable period and no less than [***] prior to the expiration of any applicable time bars. After receipt of such notice, CRT may elect, before the expiry of any such time bars, by written notice to the Company, to take an assignment to any Company Patent Rights identified in such notice at CRT’s sole discretion and for consideration not exceeding [***]. In the event that CRT elects to take such an assignment, the Company shall, at CRT’s expense, promptly transfer to CRT (or its agents or employeesany person nominated by CRT) shall be the exclusive property copies of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all documents in the Company’s Control relating to the filing, prosecution, maintenance, enforcement and defence of such Company Patent Rights. The Company shall not assign, charge, encumber or dispose of any interest in any of the Company Intellectual Property to a Tobacco Party or in a manner that limits or impairs the Charity’s or CRT’s rights in such under the licence (or assignment, where applicable) of Company Intellectual PropertyProperty pursuant to this Agreement without the Charity’s or CRT’s prior written consent. 10.46.3 As between the Company and the Charity, [***]. If a claim is made The Charity hereby [***]. CRT hereby [***]. 6.4 Subject to [***], the Company shall [***]. [***] = Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted information. 6.5 Solely in connection with the Charity’s and the Contributors’ activities performed pursuant to the Clinical Trial, where carried out in accordance with the terms of this Agreement, the Company shall not, and shall procure that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partyits Affiliates shall not, or anywhere in the Supplier's reasonable opinion such a claim is likely to be madeworld, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; institute or prosecute (or 10.4.2. modify or replace the infringing part of the materials so , other than as to avoid the infringement or alleged infringement but required by law, in such a any way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to aid any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materialsinstituting or prosecuting) any claim, productsdemand, samplesaction or cause of action for damages, documents and information provided by AHDB to costs, expenses or compensation, or for an enjoinment, injunction, or any other equitable remedy, alleging the Supplier (including copyright therein) shall remain the property of AHDB. Their use infringement by the Supplier shall be allowed only within the limits Charity and/or any Contributors of any Patent Rights of the purpose Company and/or any Patent Rights of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1Company’s Affiliates. For the avoidance of doubt, Condition 10.1 the foregoing shall not apply in respect of: (i) development, at any time, of products other than the IMP; or (ii) any activity in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance IMP which constitutes a breach of the terms of this Contract. Agreement. 6.6 Any use breach of such modified software Clause 6.5 shall be a material breach and shall accordingly entitle the Charity to terminate this Agreement under Clause 11.2. 6.7 CRT hereby reserves and excludes from the Option, the worldwide, perpetual and irrevocable right in and to the Exclusive Results for the Contributors and the Charity (including scientists funded and/or employed by the Supplier other than at Charity) to: 6.7.1 use the request Exclusive Results for the purpose of AHDB non-commercial scientific research carried out by or for or under their respective direction in accordance with their respective charitable and/or academic status, whether alone or in collaboration with a third party or third parties; and 6.7.2 grant licences under, and make available, the Exclusive Results solely to the extent necessary to exercise the rights under Clause 6.7.1, but not otherwise. 6.8 For the avoidance of doubt, CRT shall be subject entitled, at its discretion, at any time (including during the Option Period) to grant non-exclusive licences to the prior Non-Exclusive Results to any person and for any purpose. 6.9 Neither Charity nor CRT, or any affiliate or agent of Charity or CRT, shall institute any type of proceeding in a court, governmental agency, or patent office anywhere throughout the world for the purposes of invalidating, narrowing, or reducing the term of one or more claim in an issued patent or pending patent application. The institution of any such proceeding during the term of this agreement and afterwards during the term of AHDB in WritingCompany’s Patent Rights shall be a material breach and shall accordingly entitle the Company to terminate this Agreement under Clause 11.2.

Intellectual Property Rights. 10.121.1 Save as granted under this Contract, TfGM shall not acquire any right, title or interest in the Consultant’s pre-existing intellectual property rights. Unless otherwise agreed, all Copyright in the Agreement shall vest in TfGM. 21.2 It is a condition precedent to any payment by TfGM that the Consultant shall procure that any Sub-Consultant responsible for the production of any documents or drawings that have the same Intellectual Property Rights arising from the supply of the Goods and Services will be provided to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBTfGM. 10.2. The Supplier shall fully disclose all such arising 21.3 All Contract Generated Intellectual Property Rights shall be proprietary to AHDB and owned by TfGM and the Consultant shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the enter into such documentation and perform such acts as TfGM shall reasonably request and expense of AHDB will take all measures which may be necessary to properly vest ownership of such Contract Generated Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such TfGM. Accordingly, the Consultant hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights, including if necessary doing ) all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure 21.4 To the extent that each person who is engaged the Consultant creates any materials (in relation whatever form or media), including training, marketing, promotional or publicity materials, technical specifications; user manuals; operating manuals; process definitions; and procedures, for any purpose relating to the Contract is engaged on terms which do not entitle him provision of the Services (“Service Materials”) it shall provide copies of all Service Materials to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall TfGM promptly and at its cost either: 10.4.1. obtain the Consultant hereby grants to TfGM a royalty free, irrevocable, non-exclusive licence for AHDB the right such term as TfGM shall require to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations use all and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or in the Service Materials with the ability to be vested in AHDB are invalid or sub-licence the same. 21.5 The Consultant shall procure that use the provision of such Intellectual Property Rights infringes the Services shall not infringe any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereofparty. 10.6. All AHDB's Intellectual Property Rights and 21.6 The Consultant shall indemnify TfGM against all materialsclaims, productsdemands, samplesactions, documents and information provided by AHDB to the Supplier costs, expenses (including copyright thereinlegal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before Right by the Commencement Dateavailability of the Services, except to the extent that such liabilities have resulted directly from TfGM’s failure properly to observe its obligations under this clause 21. 10.7.1. For 21.7 The Consultant shall promptly notify TfGM if any claim or demand is made or action brought against the avoidance Consultant for infringement or alleged infringement of doubt, Condition 10.1 shall not apply in relation to pre- existing any Intellectual Property Rights Right that may affect the availability of the Services hereunder. 21.8 TfGM shall promptly notify the Consultant if any claim or demand is made or action brought against TfGM to which clause 21.6 or clause 21.7 may apply. The Consultant shall at its own expense conduct any litigation arising therefrom and all negotiations in software that has been modified at AHDB’s expense connection therewith and TfGM hereby agrees to enable grant to the performance Consultant exclusive control of this Contract. Any use of any such modified software by the Supplier other than litigation and such negotiations. 21.9 TfGM shall at the request of AHDB shall be subject the Consultant afford to the prior agreement Consultant all reasonable assistance for the purpose of AHDB contesting any claim or demand made or action brought against TfGM to which clause 21.6 may apply or any claim or demand made or action brought against the Consultant to which clause 21.7 may apply. The Consultant shall reimburse TfGM for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in Writingso doing. 21.10 TfGM shall not make any admissions that may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to which clause

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.23.1. The Supplier shall fully disclose own all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB the Active Intelligence Database and the Licensed Materials. Nothing in this Call-Off Contract shall act or be interpreted as transferring any rights in any of the Supplier’s Intellectual Property Rights including the Active Intelligence Database and the Licensed Materials. The only licences granted by the Supplier in its Data or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property RightsRights are as expressly set forth in this Call-Off Contract. 3.2. Subject to clause 3.1, including if necessary doing the Buyer (or its third party licensors) shall own the Intellectual Property Rights in the Augmented Data, the Derivative Works (excluding the Licensed Materials) and the Buyer Materials. 3.3. The Supplier reserves exclusively for itself the unfettered right at all such acts times to use or exploit the BT Deliverables in any manner and executing all such documents for any purpose at its sole discretion. 3.4. Any use of the Licensed Materials by the Buyer not permitted by the Licence Terms that causes significant loss, harm or damage to the Supplier shall constitute an irremediable Material Breach of this Call-Off Contract. 3.5. The Buyer hereby grants the Supplier a limited, nonexclusive, non-transferable, worldwide and royalty- free licence for the Call-Off Contract Term to use any Buyer Materials provided to Supplier under this Call-Off Contract solely for the purposes of Supplier fulfilling its obligations under the terms of this Call-Off Contract and for the duration of this Call-Off Contract. 3.6. The Buyer acknowledges and agrees that it shall have no rights or licences in, or to any part of, the Licensed Materials other than as AHDB reasonably deems necessaryexpressly set out in this CallOff Contract. 3.7. The Buyer acknowledges that the Supplier and/or its licensors has or have made and will continue to make substantial investment in the obtaining, verification, selection, co-ordination, development, presentation and supply of the underlying Data. 3.8. To the extent permitted required by applicable Lawsthe Buyer to use the Augmented Data and/or the Derivative Works, or gain the benefit of the Services, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation grants to the Contract is engaged on terms which do not entitle him Buyer a perpetual, non-exclusive, transferable, royaltyfree and worldwide licence to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is use, copy, modify and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate adapt (with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using sub-license such rights to Permitted Parties, Additional Permitted Parties and/or Academic Permitted Parties) for the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that Permitted Purpose, any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only BT Deliverables incorporated within the limits of the purpose of this Contract or another written contract between the PartiesAugmented Data and/or Derivative Works. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed7.1 The Supplier warrants that neither the sale nor use of goods nor the performance of its services will infringe any Irish or foreign copyright, all patent, trademark, registered design or any other Intellectual Property Rights arising from the supply whether or not similar to any of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBforegoing. 10.2. 7.2 The Supplier shall fully disclose indemnify Accenture from all such arising Intellectual Property Rights to AHDB actions, costs, claims, demands, expenses and liabilities whatsoever resulting from any actual or alleged infringement as set out in Clause 7.1 and the Supplier shall not use them for its own purposes defend or those (at Accenture's option) assist in the defence of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures proceedings which may be necessary to vest ownership brought in that connection. 7.3 In the event of such Intellectual Property Rights in AHDB claim or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Lawsaction, the Supplier shall waive forthwith do all things and take such action (including procuring any required licences, consents or authorisations or modifying or replacing any infringing item) without charge to Accenture as shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights be necessary to effect prevent or remedy (without detracting from the overall functions or performance) any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made infringement, provided that the possession or use by AHDB of Supplier shall not act in any Goods or Services supplied under this Contract infringes way which shall prejudice the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, Accenture; the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but all times act in such a way that it complies with as to minimise interruption and disruption to the representations and warranties in this Contractoperation of Accenture's business. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any 7.4 The Intellectual Property Rights in existence before all works of authorship created by the Commencement Date. 10.7.1Supplier in the course of execution of services ("Project Materials") shall vest immediately and exclusively in Accenture. For In the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing event that the Supplier requests and Accenture grants written consent such that the Intellectual Property Rights in software that has been modified at AHDB’s expense for specific Project Materials are not assigned to enable the performance of this Contract. Any use of such modified software by Accenture, the Supplier hereby grants to Accenture and its affiliates an irrevocable royalty free licence to use, copy or modify the Project Materials with a right to sub-license those Project Materials to third parties for any purposes intended by Accenture from time to time. 7.5 Where applicable, the Supplier hereby waives all moral rights (as defined in the Copyright and Related Rights Act, 2000 (as amended)) in the Project Materials supplied hereunder in so far as they relate to Accenture and agrees that it has obtained all waivers of moral rights and consents from any employee, agent, subcontractor or other than at the request of AHDB shall be subject third party necessary to comply with its obligations under this Clause 7. 7.6 Any drawings, specifications, data, documents, and other information provided by Accenture to the prior agreement Supplier in connection with the Purchase Order and all Intellectual Property Rights therein shall remain the sole and exclusive property of AHDB in WritingAccenture and the Supplier shall at all times keep confidential all such information and return it to Accenture on demand or upon completion of the Purchase Order.

Intellectual Property Rights. 10.1. Unless otherwise agreed, 12.1 the Licensee acknowledges that any and all of the Intellectual Property Rights arising from used or embodied in or in connection with the supply Software are and will remain the sole property of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBLicensor. 10.2. The Supplier shall fully disclose all such arising 12.2 if the Licensee effects any modifications, variations and/or enhancements to the Software, the Intellectual Property Rights therein are hereby ceded, assigned and transferred to AHDB the Licensor. 12.3 subject to the provisions of clause 12.4, the Licensee shall, at the expense of the Licensor, take all such steps as the Licensor may reasonably require to assist the Licensor in maintaining the validity and enforceability of the Intellectual Property Rights of the Licensor during the term of this Agreement, provided however that no expenses shall not use them for its own purposes be incurred by the Licensee without the Licensor's prior written approval. 12.4 the Licensee shall promptly and fully notify the Licensor of any actual threatened or those suspected infringement in the Territory of any Intellectual Property Rights of the Licensor which comes to the Licensee's notice, and of any claim by any third party nor disclose them without so com ing to its notice that the prior written consent importation of AHDB. The Supplier the Products into the Territory, or their sale therein, infringes any rights of any other person and the Licensee shall at the request and its expense of AHDB will take do all measures which such things as may be reasonably necessary in taking or resisting any proceedings in relation to vest ownership any such infringement or claim. 12.5 the Licensee undertakes that it shall comply with all the brand guidelines issued by the Licensor from time to time and should the Licensor amend, modify or revise the Trade ▇▇▇▇, the Licensee shall within 30 (thirty) days of such Intellectual Property Rights the notification received from the Licensor in AHDB respect thereof, utilise the amended, modified or its nominee and revised Trade ▇▇▇▇. 12.6 upon termination of this Agreement, for any reason whatsoever, the Licensee shall assist AHDB in establishing and protecting such immediately cease to use the Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property RightsTrade ▇▇▇▇. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, 11.1 Customer acknowledges that the Supplier is the exclusive owner of all Intellectual Property Rights arising from in the supply of Services and Results Portal and Customer will acquire no rights in or to the Goods Services and Services to AHDB together with any Results Portal solely by entering into this Agreement or receiving the Services, other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBthan as expressly set out in this Agreement. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights 11.2 Customer will not copy, transfer, sell, distribute, assign, display or otherwise make available the Services or Results Portal to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the Supplier’s prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rightsapproval. 10.3. The 11.3 Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright will indemnify Customer against all liabilities, costs, expenses, damages and losses (including any reasonable legal costs) suffered or incurred by Customer arising out of any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made suit or cause of action alleging that the possession or use Services and/or Results Portal as provided by AHDB of any Goods or Services supplied Supplier under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights Agreement infringes any Intellectual Property Rights of another any third party then it shall provided that: (a) Supplier is promptly notified in writing of any alleged infringement as soon as reasonably practicable give AHDB particulars thereof Customer becomes aware of it; (b) Customer does not make any admission of liability, agreement or compromise in Writing relation to the alleged infringement; (c) Supplier shall control any negotiation, defence, dispute resolution or proceedings and Customer shall make no comment provide, at Customer’s cost, such reasonable assistance, information and evidence as Supplier requires in relation to the same; and (d) Customer takes all reasonable steps to mitigate any potential losses that may result. 11.4 If any part of the Services and Results Portal is held or admission believed to infringe any third party party’s Intellectual Property Rights, Supplier may, in respect thereofits sole discretion: (a) modify the Services and Results Portal to be non-infringing; (b) obtain for Client the rights to continue using such Services and Results Portal; or (c) if neither (a) nor (b) can occur return to Customer the related Fees for such part(s) paid by Customer to Supplier. 10.6. All AHDB's Intellectual Property Rights and all materials11.5 Other than as provided for in this clause 11, products, samples, documents and information provided by AHDB to the Customer shall have no other remedy against Supplier (including copyright therein) shall remain the property arising from a claim of AHDB. Their use by the Supplier shall be allowed only within the limits actual or alleged infringement of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before respect of the Commencement DateServices and Results Portal. 10.7.1. For the avoidance of doubt11.6 All copying, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any modification, transfer and/or other use of such modified software by the Supplier’s (and, if the Supplier other than at is not Lexplore AB, Lexplore AB’s) tangible and intangible property, not expressly permitted under these Terms and Conditions, is prohibited. 11.7 The Supplier and Lexplore AB are entitled to use the request of AHDB shall Customer’s name and trademark as a reference for marketing purposes. However, this is always to be subject agreed prior to such use with the prior agreement of AHDB in WritingCustomer.

Intellectual Property Rights. 10.1. Unless otherwise agreed11.1 Subject to Clause 9.3, the Supplier hereby irrevocably and unconditionally assigns (and shall procure that its officers, employees, freelancers and sub-contractors assign) as legal and beneficial owner, with full title guarantee and grants all rights, licences and consents (and shall procure that its officers, employees, freelancers and sub-contractors grant all rights, licences and consent) to Agency (and, in the case of assignment of copyright, by present assignment of present and future copyright) all Intellectual Property Rights arising from the supply of in and to the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention for the full duration of such rights and any expression renewals or extensions thereof, wherever in the world enforceable, including, without limitation, all rights to ▇▇▇ for past infringement and applications in respect of any idea created by the same, so that the Supplier (or its agents or employees) shall be may make the exclusive property fullest use of AHDB. 10.2such Goods and Services. The Supplier hereby irrevocably and unconditionally waives and agrees not to assert (and shall fully disclose procure that its officers, employees, freelancers and sub-contractors shall irrevocably and unconditionally waive and agree not to assert) any moral or other similar rights in and to the Goods and the Services in accordance with the Copyright Designs and Patents ▇▇▇ ▇▇▇▇ (in the UK) or any corresponding foreign rights in connection with the authorship of any copyright works in connection with the provision of the Services and the Goods, wherever in the world enforceable. 11.2 The Supplier warrants that in order to give full effect to any assignment under Clause 9.1, it shall acquire the necessary assignments of any and all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of from any third parties engaged in association with the provision of the Services or the Goods and where such assignment cannot be obtained, the procedure in Clause 9.3 shall apply. 11.3 If and to the extent that any of the Goods and/or the Services will comprise or include any rights belonging to any third party, the Supplier will inform Agency before including such third party nor disclose them without material in the Goods and/or the Services and will not include any such third party material unless the Supplier has Agency’s express prior written consent approval to include such third party material. In this Clause “written approval” means written approval by officers or employees of AHDBAgency authorised to approve the Supplier’s Goods and/or Services as notified by Agency from time to time. The Following such written approval, the Supplier at shall procure that Agency and any of its affiliates or clients for whom the request relevant Goods and/or Services were purchased, shall be licensed (free of charge and expense of AHDB will take all measures which for such period as may be necessary or desirable) to vest ownership enable Agency or such clients and affiliates to make the fullest use of such the Goods and/or the Services as they see fit. 11.4 The Supplier undertakes to Agency not to register, assign or licence any Intellectual Property Rights in AHDB and to the Goods and/or the Services without Agency’s prior written consent. In the event that the Supplier does register any such rights (by way of example only, in relation to any trade marks or its nominee domain names), without prejudice to Agency's other rights and remedies under this Agreement or at law, the Supplier shall assist AHDB in establishing transfer the registration of such rights to Agency promptly upon request and protecting such Intellectual Property Rightsat the Supplier’s cost. 11.5 The Supplier shall, including if necessary doing at Agency’s request, take all such acts actions and executing execute all such documents as AHDB reasonably deems necessarymay in Agency’s opinion be necessary to enable Agency to perfect the transfer or assignment of all rights, title and interest to Agency under Clause 9.1 or to obtain, defend or enforce its rights in or arising from the Goods and/or Services or to assign or license such rights to any client or affiliate for whom the relevant Goods and/or Services were purchased by Agency. To The Supplier undertakes that it shall not do or fail to do any act which would or might prejudice Agency’s rights under this Clause 9. 11.6 Without prejudice to any other of the extent permitted rights and remedies available to Agency, if the performance of the Services or the use of or dealing with any Goods by applicable LawsAgency or its affiliates or clients for whom such Services and/or Goods were purchased, infringes, or in Agency’s opinion is likely to be held to infringe, in whole or in any part, any third party Intellectual Property Right or other right, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shallat Agency’s option: 10.3.1. ensure that each person who is engaged in relation (a) procure for Agency and such third parties as Agency may nominate from time to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partytime, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using to receive the materials which were Services and use the subject Goods in question, free of any liability for such infringement; (b) replace or modify the claim; or 10.4.2. modify or replace the Services and/or Goods in question so that they become non-infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies while otherwise complying with the representations requirements of this Agreement; or (c) remove such Goods or any parts thereof from the Goods to be provided under the terms of this Agreement in compliance with an Order and warranties refund to Agency all fees and charges paid by Agency in this Contractassociation with such Goods and any parts thereof. 10.5. If the 11.7 The Supplier becomes aware that any person alleges that undertakes not to use any Intellectual Property Rights which are owned or used by Agency, its affiliates or to be vested their clients in AHDB are invalid connection with the provision of Services or that the Goods other than in the form or manner directed and approved by Agency in advance. Any such approved use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of in accordance with any Intellectual Property Rights in existence before the Commencement Date. 10.7.1brand guidelines and other instructions supplied by Agency from time to time. For the avoidance of doubt, Condition 10.1 nothing in this Agreement shall not apply in relation be deemed or construed as an assignment by Agency to pre- existing the Supplier of any Intellectual Property Rights owned by Agency, its affiliates or their clients, whether in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in WritingClause 9 or otherwise.

Intellectual Property Rights. 10.1(a) Each Borrower agrees that, should it obtain an ownership interest in any Intellectual Property Right which is not now a part of the Collateral, (i) any such Intellectual Property Right shall automatically become Collateral and (ii) with respect to any ownership interest in any material Intellectual Property Right that Borrower should obtain, it shall give prompt written notice thereof to Lender in accordance with Section 12 hereof. Unless Each Borrower authorizes Lender to modify this Agreement by amending Schedule 5.16(a) (and will cooperate reasonably with Lender in effecting any such amendment) to include any Intellectual Property Right which becomes part of the Collateral under this Section. (b) With respect to material Borrower Intellectual Property Rights, each Borrower agrees, subject to the last sentence of this subsection, to take all necessary steps, including, without limitation, making all necessary payments and filings in connection with registration, maintenance, and renewal of Copyrights (at least with respect to the Required Library), trademarks, and patents in the U.S. Copyright Office, the U.S. Patent and Trademark Office, the United Kingdom Patent Office, any other appropriate government agencies in foreign jurisdictions or in any court, to maintain each such Borrower Intellectual Property Right. Each Borrower agrees to take corresponding steps with respect to each new or acquired material Intellectual Property Right to which it is now or later becomes entitled. Any expenses incurred in connection with such activities shall be borne solely by Borrowers. Each Borrower shall not discontinue use of or otherwise agreedabandon any Intellectual Property Right without the written consent of Lender, unless such Borrower shall have previously determined that such use or the pursuit or maintenance of such registration is no longer desirable in the conduct of Borrower's business and that the loss thereof will not cause a Material Adverse Change, in which case, such Borrower will give notice of any such abandonment to Lender pursuant to the terms of Section 12 hereof. (c) Each Borrower will continue to take all actions reasonably necessary to protect such Borrower's material Intellectual Property Rights arising from (other than Copyrights, (which are covered by subsection (f) below), including such steps as are set forth in Sections 5.16(a) and (b) above. Except with respect to consulting arrangements where a Borrower develops software for a consulting client and retains the supply license to use the same, each Borrower further agrees to give Lender prompt written notice in accordance with Section 12 hereof if such Borrower enters into any agreements after the Closing Date pursuant to which it grants any right to a third party to use or access the source code of any material computer software programs or applications of which such Borrower is the owner or licensee. Each Borrower authorizes Lender to modify this Agreement by amending Schedule 5.16(b) (and will cooperate reasonably with Lender in effecting any such amendment) to include any such additional license grant(s). (d) Each Borrower agrees to notify Lender promptly and in writing if it learns (i) that any item of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights contained on Schedule 5.16(a) may be determined to AHDB and shall not use them for its own purposes have become abandoned or those dedicated or (ii) of any third party nor disclose them without adverse determination or the prior written consent institution of AHDB. The Supplier at any proceeding (including the request institution of any proceeding in the U.S. Copyright Office, U.S. Patent and expense Trademark Office, the United Kingdom Patent Office and any other appropriate government agencies in foreign jurisdictions, or any court) regarding any item of AHDB will take all measures which may be necessary to vest ownership of such the Intellectual Property Rights in AHDB that would cause a Material Adverse Change. (e) In the event that any Borrower becomes aware that any item of the Intellectual Property Rights is infringed or its nominee misappropriated by a third party, such Borrower shall promptly notify Lender and shall assist AHDB in establishing take such actions as Borrowers and protecting Lender deem appropriate under the circumstances to protect such Intellectual Property Rights, including if necessary doing all suing for infringement or misappropriation and for an injunction against such acts and executing all infringement or misappropriation, unless any such documents as AHDB reasonably deems necessaryinfringement or misappropriation would not cause a Material Adverse Change. To the extent permitted Any expense incurred in connection with such activities shall be borne solely by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property RightsBorrowers. 10.3. The Supplier shall: 10.3.1. ensure that (f) On the 15th day of each person who is engaged in relation month, each Borrower shall deliver to Lender documentation reasonably satisfactory to Lender identifying the Copyrights, whether created or acquired before or after the Closing Date, comprising the Required Library (including any supporting documentation relating to the Contract is engaged on terms which do not entitle him to copyright or any other composition of the Required Library), and the percentage of the aggregate amount of revenues generated for the preceding month by and/or arising Intellectual Property Rights; 10.3.2from each such Copyright. ensure that it is No more than ten (10) days following each such date of determination, each Borrower shall (a) file applications and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing take any and all rights other actions necessary to register or record a transfer of ownership, as applicable, to Borrower on an expedited basis (if expedited processing is available in such Intellectual Property. 10.4. If a claim is made that accordance with the possession or use by AHDB applicable regulations and procedures of the U.S. Copyright Office and any similar office of any Goods or Services supplied under this Contract infringes other jurisdiction in which Copyrights are used) each such Copyright comprising the Intellectual Property Rights Required Library which on the applicable date of a third party, or in the Supplier's reasonable opinion such a claim determination is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were not already the subject of a valid registration or an application therefor diligently prosecuted with the claim; or 10.4.2. modify U.S. Copyright Office (or replace any similar office of any other jurisdiction in which Copyrights are used) identifying such Borrower as the infringing part sole claimant thereof in a manner sufficient to impart constructive notice of such Borrower's -69- ownership thereof, and (b) cause to be prepared, executed, and delivered to Lender, with sufficient time to permit Lender to record no later than the materials last Business Day within (ten) 10 days following the date of registration of or recordation of transfer of ownership, as applicable, to the applicable Borrower of such Copyrights, a Copyright Security Agreement or supplemental schedules to the Copyright Security Agreement reflecting the security interest of Lender in such Copyrights, which supplemental schedules shall be in form and content suitable for registration with the U.S. Copyright Office (or any similar office of any other jurisdiction in which Copyrights are used) so as to avoid give constructive notice, when so registered, of the infringement or alleged infringement but transfer by such Borrower to Lender of a security interest in such a way that it complies with the representations and warranties in this ContractCopyrights. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or (g) Each Borrower shall maintain copies of all source and object code for all software utilized in its business operations at safe and secure offsite locations reasonably acceptable to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing Lender, and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materialsshall, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB Lender, advise the operators of such locations of Lender's security interest in such software, shall be subject to keep Lender fully informed of each such location, and shall maintain the prior agreement currency of AHDB in Writingall such software stored offsite.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 8.1 All Intellectual Property Rights arising from belonging to a party prior to the supply execution of the Goods this Agreement shall remain vested in and Services belong exclusively to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) that Party. Nothing in this Agreement shall be the exclusive property taken to be a transfer or assignment of AHDB. 10.2. The Supplier shall fully disclose all such arising or an agreement to transfer or assign any of Barclays’ Intellectual Property Rights to AHDB the Supplier. 8.2 The Supplier shall not be entitled to use any of Barclays’ Intellectual Property Rights other than as set out in this Agreement and shall not use them for its own purposes or those of permit any third party nor disclose them to use such rights without the prior express written consent of AHDBBarclays, in its absolute discretion, and always in accordance with Clause 14.5. 8.3 Barclays grants to the Supplier, during the term of this Agreement only, a non-exclusive, royalty free, non- transferable, non-sub licensable and revocable licence to use the Barclays’ Intellectual Property Rights in any Materials provided by Barclays to the Supplier, to the extent that such use of those Intellectual Property Rights is required for the purpose of performing its obligations under this Agreement. Barclays shall be entitled to revoke the licence granted under this Clause and to immediately terminate this Agreement if, in Barclays’ sole opinion, the Supplier commits a material breach of the Visual Identity Guidelines or uses Barclays’ Intellectual Property Rights in a manner, form or medium not expressly approved and permitted in writing by Barclays. 8.4 The Supplier grants to Barclays, during the term of this Agreement only, a non-exclusive, royalty free, non- transferable and fully sub licensable (in accordance with Clause 14.5) licence to use the Supplier’s Intellectual Property Rights to the extent that such use is required for the purpose of performing its obligations under this Agreement. The Supplier at has the request right to terminate this licence if Barclays commits a material breach of this Clause. 8.5 Save to the extent that the Deliverables include Intellectual Property Rights belonging to the Supplier prior to the execution of this Agreement, where the Deliverables supplied under this Agreement form a work which is protected by, or which is capable of being protected by, Intellectual Property Rights (whether registered or otherwise), any such rights, title or interest, or the option to obtain such rights, title or interest, shall be the sole and expense exclusive property of AHDB will take all measures which may be necessary to vest ownership Barclays. If upon the creation of such Intellectual Property Rights the rights, title or interest automatically vest in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable LawsSupplier, the Supplier shall waive hold them on trust for Barclays, and take any action requested by Barclays in relation to such rights, title or interest, at Barclays’ expense. 8.6 The Supplier warrants and undertakes that, both now and throughout the term of this Agreement, it has or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is all rights, permissions and remains entitled to transfer free from any encumbrances any title and/or rights consents necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of legally produce any Goods or Services supplied Deliverables under this Contract infringes Agreement, where required to do so. 8.7 The Supplier shall at all times whether during or after termination or expiry of this Agreement indemnify and keep indemnified the Intellectual Property Rights Indemnified Parties against all losses suffered by, incurred by or awarded against the Indemnified Parties or which are agreed by Barclays (or the relevant Indemnified Party) to be paid by way of a third partysettlement or compromise, arising out of or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost eitherrelation to: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the (a) any infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's as a result of Barclays' (or the relevant Indemnified Party’s) receipt of the Services or its use or possession of any Goods, Deliverables, Software, Documentation or Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB or otherwise made available to Barclays (or the Supplier (including copyright thereinrelevant Indemnified Party) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits Supplier; and/or (b) any negligent or wilful act or omission of the purpose of this Contract Supplier, its employees, agents or another written contract between contractors in supplying, delivering or installing the Parties. 10.7. This Contract shall Goods, Deliverables, Software or Documentation, whether or not affect such losses were foreseeable at the ownership of any Intellectual Property Rights in existence before the Commencement Effective Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.18.1. Unless otherwise agreedThe Supplier represents and warrants to the Academy that the Supplier’s performance of the Agreement and the Academy’s use of the Goods, all Services and/or any materials resulting from it, does not and will not infringe Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with or any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those rights of any third party nor disclose them without or the prior written consent Supplier or its representatives. 8.2. Where applicable, the Supplier shall: a) assign to Academy with full title guarantee of AHDB. The Supplier at all existing and future copyright and design right comprised in the request Academy Materials; and b) assign to the Academy, with full title guarantee, any other Intellectual Property Rights (other than copyright and expense design right) in Academy Materials, in India and throughout the world for the whole term of AHDB will take all measures which may be necessary to vest ownership the Intellectual Property Rights, including any extensions or renewals of such Intellectual Property Rights and all statutory or common law rights attached to it. c) in AHDB or its nominee and shall assist AHDB in establishing and protecting such case any of the Intellectual Property Rightsrights as mentioned in Clause 8.2 (b) can not be assigned then the Supplier hereby grants to the Academy a perpetual, including if necessary doing worldwide, non- exclusive and sub- licensable right and license to exploit and exercise all such acts Academy’s Materials in support of the Academy’s exercise or exploitation of any such assigned Intellectual Property (including any modifications, improvements and executing derivatives thereof). d) The Supplier hereby irrevocably and unconditionally waives any and all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights or any rights of similar nature under any law in such any jurisdiction in and to any and all material written, created or devised by him/her whether solely or jointly and pertaining to the Academy; e) The Supplier acknowledges that the business relationship with the Academy and the Price paid by the Academy to him/her/it is a good, valuable and adequate consideration (an includes any royalty payable by the Academy to him/her/it under any applicable law), to be bound by the terms and conditions of this Agreement including the assignment of Intellectual Property RightsRights as set out in Clause 8 and adhering to the restrictions set out elsewhere in this Agreement. 10.38.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is understands and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made agrees that the possession or use by AHDB of any Goods or Services supplied obligations provided under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier Clause 8 shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject survive termination of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this ContractAgreement. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed35.1 All Intellectual Property Rights (IPR) subsisting in any content, including any in items described in clause 34.1, any specifications, instructions, toolkits, plans, data, drawings, databases, Website(s), documents published on the Website, Web PDFs, Print-ready PDFs, patents, patterns, models, designs or other material: 35.1.1 furnished to or made available to the Contractor by or on behalf of the Grantor will remain the property of the Grantor; and 35.1.2 prepared by or for the Contractor on behalf of the Grantor for use, or intended use, in relation to the performance by the Contractor of its obligations under this Contract will belong to the Grantor, (the “IP Materials”) and the Contractor will not, and will use best endeavours to ensure that the Staff do not, (except when necessary for the performance of this Contract) without prior Approval, use any Intellectual Property Rights in the IP Materials. 35.2 The Contractor hereby assigns to the Grantor, with full title guarantee, all Intellectual Property Rights arising from which may subsist in the supply IP Materials to which clause 35.1.2 relates. This assignment will take effect on the date of this Contract or as a present assignment of future rights that will take effect immediately on the Goods and Services coming into existence of such Intellectual Property Rights. The Contractor will execute all documentation reasonably necessary to AHDB together with any other information, knowledge, idea, design, material, execute this assignment. 35.3 The Contractor will waive or invention and any expression procure a waiver of any idea created by moral rights arising out of or in connection with the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights required to AHDB and shall not use them for its own purposes be assigned, licensed or those sub-licensed to the Grantor pursuant to this Clause 35. 35.4 The Contractor will ensure that the third party owner of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request Intellectual Property Rights including any such Intellectual Property Rights identified in Schedule 6 (Transparency and expense of AHDB will take all measures Intellectual Property Rights) that are or which may be necessary used in performing this Contract grants to vest ownership the Grantor a non- exclusive licence in respect of such Intellectual Property Rights in AHDB or, if itself a licensee of those rights, will grant to the Grantor an authorised sub-licence, to use, reproduce, modify, develop and maintain the IP Materials to which the IPR relates. IPR for Software licences that are commercially available to the Grantor with a licence cost of ten (10) thousand pounds (£10,000) (excluding VAT) or its nominee less per licence are not covered. The Contractor shall use best endeavours to ensure that such licence or sub-licence will be non-exclusive, perpetual, royalty free and shall assist AHDB in establishing irrevocable and protecting such Intellectual Property Rightswill include the right for the Grantor to sub-license, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Lawstransfer, or novate to other Crown bodies, the Supplier shall waive Replacement Contractor or shall procure to any other third party supplying services to the waiver of moral rights in such Intellectual Property RightsGrantor. 10.3. 35.5 The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do Contractor will not entitle him to copyright or infringe any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of any third party in supplying the Services and the Contractor will, during and after the Term, indemnify and keep indemnified and hold the Grantor and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Grantor or the Crown may suffer or incur as a result of or in connection with any breach of this clause 35 (Intellectual Property Rights), except where any such claim arises directly from: 35.5.1 items or Materials based upon designs supplied by the Grantor; or 35.5.2 the use of data supplied by the Grantor which is not required to be verified by the Contractor under any provision of this Contract. 35.6 The Grantor will notify the Contractor in writing of any claim or demand brought against the Grantor for infringement or alleged infringement of any Intellectual Property Right in Materials supplied or licensed by the Contractor. 35.7 The Contractor will at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in Materials supplied or licensed by the Contractor, provided always that the Contractor: 35.7.1 will consult the Grantor on all substantive issues which arise during the conduct of such litigation and negotiations; 35.7.2 will take due and proper account of the interests of the Grantor; and 35.7.3 will not settle or compromise any claim without the Grantor‟s prior written consent (not to be unreasonably withheld or delayed). 35.8 The Grantor will at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Grantor or the Contractor by a third partyparty for infringement or alleged infringement of any third party Intellectual Property Rights in connection with the performance of the Contractor‟s obligations under this Contract and the Contractor will indemnify the Grantor for all costs and expenses (including, but not limited to, legal costs and disbursements) incurred in doing so. The Contractor will not, however, be required to indemnify the Grantor in relation to any costs and expenses incurred in relation to or arising out of a claim, demand or action which relates to the matters in clause 35.5.1 or 35.5.2. 35.9 The Party not conducting the defence or settlement of a claim will not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Grantor or the Contractor in connection with the performance of this Contract. 35.10 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right is made in connection with this Contract or in the Supplier's reasonable opinion such a claim of the Contractor is likely to be made, the Supplier shall promptly and Contractor will notify the Grantor and, at its cost eitherown expense and subject to the consent of the Grantor (not to be unreasonably withheld or delayed), use its best endeavours to: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject 35.10.1 modify any or all of the claim; or 10.4.2. modify Services without reducing the performance or replace the infringing part functionality of the materials same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement but infringement, provided that the provisions herein will apply mutates mutandis to such modified Services or to the substitute Services; or 35.10.2 procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Grantor; and in such a way the event that it complies the Contractor is unable to comply with clauses 35.10.1 or 35.10.2 within twenty (20) Working Days of receipt of the representations and warranties Contractor‟s notification under clause 35.10, the Grantor may terminate this Contract with immediate effect by notice in this Contractwriting. 10.5. If 35.11 The Contractor grants to the Supplier becomes aware that any person alleges that Grantor a royalty-free, irrevocable and non- exclusive licence (with a right to sub-license) to use any Intellectual Property Rights apart from those referred to in clause 35.1.2 that the Contractor owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB developed prior to the Supplier (including copyright therein) shall remain Commencement Date and which the property of AHDB. Their use by Grantor reasonably requires in order to exercise its rights and take the Supplier shall be allowed only within the limits of the purpose benefit of this Contract or another written contract between including the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1Services provided. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable no royalties, licence fees or similar expenses for the performance of this Contract. Any supply or use of such modified software any invention, process, drawing, model, plan or information in connection with this Contract shall be payable by the Supplier other than at Grantor. 35.12 The Grantor shall license the request of AHDB shall be subject IP Materials referred to in clause 35.2 under the prior agreement of AHDB in WritingOpen Government Licence.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 11.1 Positive covenants in respect of Intellectual Property Rights arising from Rights 11.2 Negative covenants in respect of Intellectual Property Rights 11.2.1 Save as expressly permitted in the supply Credit Agreement, no Chargor shall in respect of any Intellectual Property Rights, except as could not reasonably be expected to have a Material Adverse Effect of the Goods and Services type referred to AHDB together with in paragraphs (a) or (b) of the definition of such term in the Credit Agreement,: (A) permit any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them lapse for its own purposes or those non-payment of any third party nor disclose them without renewal or other fee necessary to maintain its registration and validity or allow any thing to be done or left undone the prior written consent effect of AHDB. The Supplier at the request and expense of AHDB will take all measures which will, or may be necessary to vest ownership of such Intellectual Property Rights in AHDB to, imperil or its nominee and shall assist AHDB in establishing and protecting prejudice any such Intellectual Property Rights, including if its registration, subsistence, validity, reputation or integrity; (B) do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Rights may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value); (C) change the specification of any such Intellectual Property Rights or permit any disclaimer, condition, restriction or memorandum to be entered on the Register of Trade Marks or the Register of Patents at the UK Intellectual Property Office, or the Register of Community Trade Marks; or (D) fail to continue to pursue any Registered Intellectual Property to registration to the extent applicable or fail to take any steps necessary doing all such acts and executing all such documents to ensure so far as AHDB reasonably deems necessary. To possible that any Trade ▇▇▇▇ Application or Patent Application is accepted for registration by the UK Intellectual Property Office or the Office for the Harmonization for the Internal Market. 11.2.2 Nothing in this Debenture shall prevent a Chargor from disposing of, discontinuing the use or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the public domain any of its Intellectual Property Rights to the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights Credit Agreement if that Chargor determines in its reasonable business judgment that such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who discontinuance is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or desirable in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at conduct of its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.business

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 14.1 All Intellectual Property Rights arising from in the supply Equipment and associated documentation owned or used by Connaught, its subcontractors, agents or suppliers ('Owners') in the performance of this Agreement shall be and will remain vested in the Goods and Services Owners except as expressly provided in this Agreement, the Customer shall not acquire any rights, title or interest in or to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created Intellectual Property owned by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessaryOwners. To the extent permitted by applicable Lawsto which it is entitled, Connaught grants to the Supplier shall waive or shall procure the waiver of moral rights in Customer a royalty-free, non- exclusive, revocable, non-transferable licence to use all such Intellectual Property Rightsas is required to use the Services in accordance with the terms of this Agreement, until this Agreement is terminated or expires. 10.3. 14.2 Connaught shall if applicable acquire for the Customer (a) non-exclusive, non-transferable, royalty- free licence(s) to use the Software and associated documentation set out on the Order or Supplementary Terms for the purposes of using the Services. 14.3 The Supplier shallCustomer hereby undertakes to protect and keep confidential all Software and associated documentation and, except to the extent and in the circumstances expressly permitted by Connaught in accordance with Section 50B of the Copyright Designs and Patents ▇▇▇ ▇▇▇▇, the Customer hereby undertakes that it shall make no attempt to examine, copy, alter, reverse engineer, dissemble or tamper with such Software. 14.4 In the event of the Customer’s breach of sub-clause 14.3, the Customer undertakes to: 10.3.1. ensure that each person who is engaged in relation 14.4.1 Immediately notify Connaught of the breach; 14.4.2 Take reasonable steps to remedy the Contract is engaged on terms which do not entitle him to copyright or any other arising breach within forty eight hours of having become aware of the breach. 14.5 All Intellectual Property Rights; 10.3.2. ensure that it is owned or used by the Customer and remains entitled / or its subcontractors, agents and suppliers (‘Customer Owners’) pursuant to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with Agreement shall be and assist AHDB will remain vested in obtaining and/or enforcing any Customer Owners and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so except as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties expressly provided in this Contract. 10.5. If the Supplier becomes aware that Agreement, Connaught shall not acquire any person alleges that rights, title or interest in or to any Intellectual Property Rights owned by or Customer Owners. 14.6 Subject to be vested in AHDB are invalid or that use the provisions of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it sub-clause 10.13, the Customer shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to indemnify Connaught against any third party in respect thereofclaims arising from the Customer's infringement of or non-compliance with any third party licences or other end user terms applicable to the use of any Software, images Customer Data or other data, either by the Customer and / or its employees, subcontractors, agents or customers. 10.6. All AHDB's 14.7 Subject to the provisions of sub-clause 10.13, Connaught shall indemnify the Customer against any third party claims arising from an Intellectual Property Rights and all materials, products, samples, documents and information rights claim ('IPR Claim') by the Owner of Equipment or Software supplied by Connaught under the terms of this Agreement. 14.8 In the event of an IPR Claim arising from Equipment or Software provided by AHDB Connaught to facilitate the use of the Services, the Customer acknowledges that Connaught may, at its discretion and cost, licence to the Supplier Customer or procure a licence to the Customer of an alternative item and / or modify or procure the modification of the infringing item in each case provided that (including copyright thereini) this resolves the original IPR Claim, (ii) it does not give rise to another IPR Claim; (iii) is of no extra cost to the Customer and (iv) it does not materially affect the performance of the Services. 14.9 Connaught acknowledges that Customer Data is and shall remain the property of AHDBthe Customer and the Customer reserves all IPRs which may at any time subsist in the Customer Data. Their To the extent that any Customer Data vest in Connaught by operation of law, such IPRs shall be assigned by Connaught to the Customer immediately on the creation of such Customer Data. 14.10 Connaught shall: 14.10.1 Not alter, store, copy, disclose or use Customer Data other than in strict accordance with this Agreement; 14.10.2 Preserve, so far as possible, the integrity of Customer Data and prevent any loss, disclosure, theft, manipulation or interception of Customer Data and shall advise the Customer immediately in the event thereof; 14.10.3 Return Customer Data to the Customer when requested by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the PartiesCustomer. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreedA. In their performance of this Agreement, all Intellectual Property Rights arising from KBA Partners will have the supply following obligations: a. Abide by The World Database of the Goods Key Biodiversity AreasTM Terms and Services to AHDB together Conditions of Use (Annex 4) in accordance with any other information, knowledge, idea, design, material, or invention and any expression of any idea created Art III.G; b. Abide by the Supplier (or its agents or employees) shall brand guidelines for the KBA Brand to be the exclusive property of AHDB.created as set out in 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. c. To the extent permitted by applicable Lawslaw, respect and preserve the Supplier intellectual property and other rights of data owners and suppliers, it being understood that any KBA Partner who infringes third-party rights (as defined in the Glossary at Annex 10) shall waive or shall procure the waiver of moral be liable for any resulting damages; and d. Take all reasonable steps necessary to preserve each KBA Partner’s intellectual property rights in such Intellectual Property Rightsthe data provided for inclusion into the KBA Database. 10.3. The Supplier shall: 10.3.1. ensure B. It is recognized that each person who KBA Partner, or third party (including any third party whose data the KBA Partner is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright custodian of), retains ownership of any of its intellectual property that already exists, or any other arising Intellectual Property Rights; 10.3.2. ensure that it is develops, and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with makes available within the framework of the KBA Partnership for inclusion into the KBA Database, and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB retains the right to continue using use this intellectual property outside of The World Database of Key Biodiversity AreasTM Terms and Conditions of Use (Annex 4). C. Each KBA Partner agrees, to the materials extent permitted by applicable law, to grant a nonexclusive, non-transferable, royalty free license to use its intellectual property contributed to the KBA Database to the other KBA Partners solely for purposes of this Agreement, provided such use is in keeping with Art III.G. and it being understood that permission will be obtained from the relevant KBA Partner prior to any use outside of The World Database of Key Biodiversity AreasTM Terms and Conditions of Use (Annex 4) including but not limited to commercial use, reposting and/or redistribution. Due rights/sources should be cited and acknowledged and permissions/licenses recorded. KBA Partners do not have the right to sub-license use of KBA Data to their affiliated entities which were must apply in their own right for access according to The World Database of Key Biodiversity AreasTM Terms and Conditions of Use (Annex 4). D. Should a KBA Partner, for whatever reason, withdraw from or have its participation in the subject KBA Partnership terminated, it shall have the right to remove the data it owns, or is a custodian of on behalf of others, from The World Database of Key Biodiversity AreasTM. E. Each KBA Partner agrees that ownership of the claim; or 10.4.2. modify or replace the infringing part proprietary components of the materials so as software underpinning The World Database of Key Biodiversity AreasTM resides with BirdLife for the benefit of the KBA Partnership. BirdLife hereby grants to avoid each of the infringement or alleged infringement but other KBA Partners a perpetual, worldwide, royalty-free, non- exclusive license to use the proprietary components of The World Database of Key Biodiversity AreasTM solely in such a way that it complies connection with The World Database of Key Biodiversity AreasTM and the representations and warranties in this ContractKBA Partnership. 10.5. If F. Should BirdLife, for whatever reason, withdraw from or have its participation in the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned KBA Partnership terminated as provided for hereunder, prior to the effective date of withdrawal or termination it shall transfer ownership of the proprietary components of The World Database of Key Biodiversity AreasTM to another KBA Partner, as determined by or the KBA Committee, but retain a perpetual, worldwide, royalty-free, non-exclusive license to be vested in AHDB are invalid or that use those proprietary components of software underpinning The World Database of Key Biodiversity AreasTM as it exists at the date of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereoftermination. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, 9.1 All Intellectual Property Rights belonging to a Party prior to the execution of this Agreement shall remain vested in that Party. 9.2 The Transporter and its Affiliates will retain all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by in the Supplier (or Tools. The Transporter hereby grants, and will procure that its agents or employees) shall be Affiliates grant, to Amalooloo a royalty-free, non-exclusive, non-transferable licence to use the exclusive property Supplier Tools to the extent necessary to receive the Transport Services during the term of AHDBthis Agreement. 10.2. The Supplier shall fully disclose all such arising 9.3 All Intellectual Property Rights developed or created in the provision of the Transport Services shall remain vested in the Transporter. 9.4 Where there are modifications to AHDB and shall not use them for its pre-existing material which are inseparable from the pre-existing material, then the Party which owns the pre-existing material will own purposes or those the modifications. 9.5 None of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB Amalooloo’s trademarks and brands shall be used by the Transporter for any purpose without Amalooloo’s prior written consent. 9.6 The Transporter shall at all times whether during or after termination or expiry of this Agreement, indemnify and keep indemnified Amalooloo against all losses, claims, damages, liabilities, additional licence fees and expenses (including all reasonable legal fees) incurred by or awarded against Amalooloo or which are agreed by Amalooloo to be paid by way of settlement or compromise arising out of or in relation to any infringement or alleged infringement of any Intellectual Property Rights of any Third Party which is suffered by Amalooloo as a result of Amalooloo’s receipt of the Transport Services or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, use or possession of the Supplier shall waive Tools, or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier any part thereof, (“IPR Claim”) provided that Amalooloo shall: 10.3.1. ensure that each person who is engaged 9.6.1 allow the Transporter to conduct all negotiations and proceedings and give the Transporter all reasonable assistance in relation to the Contract IPR Claim, each at the Transporter’s cost; and 9.6.2 make no admission relating to the IPR Claim. 9.7 Amalooloo shall notify the Transporter in writing as soon as is engaged on terms reasonably possible of any IPR Claim of which do Amalooloo has notice. 9.8 The Transporter shall conduct the litigation diligently using competent counsel and in such a way as not entitle him to copyright bring the reputation or any other arising Intellectual Property Rights;name of Amalooloo into disrepute. 10.3.2. ensure that it is and remains 9.9 The Transporter shall not be entitled to transfer free from settle or compromise any encumbrances any title and/or rights necessary IPR Claim made against Amalooloo without Amalooloo’s prior written consent (not to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Propertybe unreasonably withheld). 10.4. 9.10 If a claim at any time an IPR Claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and Transporter may, at its cost own expense and sole option, either: 10.4.1. obtain 9.10.1 procure for AHDB Amalooloo the right to continue using the materials which were the subject of the claimrelevant Transport Services or Supplier Tools; or 10.4.2. 9.10.2 replace or modify the Transport Services or replace the Supplier Tools with non-infringing part substitutes, provided that any substitute shall not materially prejudice Amalooloo’s use of the materials Transport Services or Supplier Tools and that such substitution will be carried out so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contractreduce insofar as possible any interruption to Amalooloo’s business operations. 10.5. 9.11 If the Supplier becomes aware that any person alleges that any Transporter has availed itself of its rights to supply substitute item(s) under clause 9.10.2 (Intellectual Property Rights owned by Indemnity) or to be vested procure a licence in AHDB are invalid or that use of such accordance with clause 9.10.1 (Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing Indemnity) and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits such exercise of the purpose of said rights has not avoided the relevant IPR Claim, then Amalooloo may terminate this Contract or another Agreement by giving the Transporter 30 (thirty) days written contract between the Partiesnotice. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed17.1 All copyrights, patent rights, trade name rights, trademark rights, other intellectual and industrial property rights, as well as all Intellectual Property Rights arising from similar rights for the supply protection of information in respect of the Goods Web Application, the Exact Online Portal and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be Documentation are the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB Exact or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessarylicensor(s). To None of the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or provisions in the Supplier's reasonable opinion such a claim is likely to Exact Online Agreement or the Exact Online Terms and Conditions can be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but interpreted in such a way that it complies with results in the representations and warranties in this Contractfull or partial transfer of these rights to the Customer. 10.517.2 The Customer is prohibited from changing, removing or making unrecognizable any notice of Exact's intellectual property rights on or in the Web Application, the Exact Online Portal or Documentation. The Customer is prohibited from using or registering any of Exact’s brands, designs, logos or domain names or names or signs corresponding to these. 17.3 Exact shall defend the Customer against any action brought against Customer, to the extent that it is based on a claim that the Web Application used within the scope of the Exact Online Agreement infringes a third party patent, copyright, or trade secret that is valid and enforceable in the United States or Canada, and shall hold Customer harmless from any liability for any costs or damages finally ordered by a court as the result of such a claim or resulting from the settlement thereof, provided the Customer immediately notifies Exact in writing of such legal claim when it is given notice of this (and all prior claims relating to such action) and cooperates fully with Exact in every reasonable way at Exact’s expense to facilitate the defense and settlement of any such action. Exact shall have sole control of the defense and all negotiations for settlement or compromise of the claim. 17.4 If an injunction is imposed on the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that Customer, prohibiting the use of the Web Application because of an infringement as referred to in article 17.3 or, in Exact's opinion, there is a chance that the Web Application will become the subject of a successful claim based for infringement, Exact is entitled, at its sole discretion and expense, to (i) obtain the right for the Customer to continue to use the Web Application as per these Exact Online Terms and Conditions; (ii) replace the Web Application or adapt it in such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall a way that this no longer constitutes an infringement, provided the functionality thereof remains materially unchanged; or (iii) if options (i) and (ii) are not reasonably feasible, to terminate the Exact Online Agreement and/or these Exact Online Terms and Conditions, as soon well as reasonably practicable give AHDB particulars thereof in Writing the rights granted under the Exact Online Agreement and/or these Exact Online Terms and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materialsConditions, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights the infringing Web Application. 17.5 Without prejudice to the provisions in software that has been modified at AHDB’s expense article 17.3, Exact is not liable toward the Customer pursuant to enable the performance of this Contract. Any article insofar as a claim is based on (a) use of such modified the Web Application or the Exact Online Portal in connection with data, equipment or software not provided by Exact, whereby the Supplier other than at Web Application or the request Exact Online Portal in and of AHDB shall itself would not constitute any infringement or otherwise be the subject to of the prior agreement of AHDB in Writing.claim;

Intellectual Property Rights. 10.14.1 Entheon is and shall be the sole and exclusive owner of all right, title, and interest throughout the world in and to all results, acquisitions, inventions (whether or not patentable), discoveries, deliverables, and proceeds of the Services (“Deliverables”), including without limitation all patents, copyrights, trademarks, industrial designs, trade secrets, rights to file patent applications, and other intellectual property rights (collectively, “Intellectual Property Rights”) therein. Unless otherwise agreedThe Consultant irrevocably assigns Entheon or Halugen, as may be directed by ▇▇▇▇▇▇▇ from time to time, all rights, title, and interest throughout the world in and to the Deliverables, including without limitation all Intellectual Property Rights arising from therein. The Consultant irrevocably and unconditionally waives all moral rights that the supply of Consultant may now have or may in the Goods future have relating to the Deliverables. 4.2 The Consultant shall make full and Services prompt disclosure to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression Entheon of any idea created inventions or processes made or conceived by the Supplier (Consultant alone or its agents with others during the Term, relating in any way to the Services, whether or employees) shall be not such inventions or processes are patentable and whether or not such inventions or processes are made or conceived during normal working hours or on the exclusive property premises of AHDB. 10.2Entheon. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and Consultant shall not use them for its own purposes or those of disclose to any third party nor disclose them the nature or details of any such inventions or processes without the prior written consent of AHDB. The Supplier ▇▇▇▇▇▇▇. 4.3 To effect the Consultant’s obligations under this Agreement, at the reasonable request and at the sole expense of AHDB will take Entheon, the Consultant shall do all measures which may be reasonable acts necessary and sign all reasonable documentation necessary in order to vest ensure and evidence Entheon’s or Halugen’s ownership of such the Deliverables, and all Intellectual Property Rights in AHDB therein, including but not limited to providing to Entheon or its nominee and shall assist AHDB in establishing and protecting such Halugen, as the case may be, written assignments of all Intellectual Property RightsRights to Entheon or Halugen, including if necessary doing as the case may be, and any other documents required to enable Entheon or Halugen, as the case may be, to document rights to, or to register, patents, copyrights, trade-marks, industrial designs and such other protections as Entheon or Halugen, as the case may be, considers advisable anywhere in the world, and waiving all such acts and executing all such documents as AHDB reasonably deems necessary. To of the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of Consultant’s moral rights in the Deliverables. The Consultant agrees that if ▇▇▇▇▇▇▇ is unable because of the Consultant’s unavailability, incapacity, or for any other reason, to secure the Consultant’s signature to apply for or pursue any application for any Canadian or foreign patents, trademarks, mask work, copyright or other intellectual or industrial property right registrations covering the Deliverables, then Consultant hereby irrevocably designates and appoints Entheon and its duly authorized agents and officers as the Consultant’s agent and attorney in fact, to act for and on the Consultant’s behalf to execute and file any such Intellectual Property Rightsdocuments or applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks, mask work or other intellectual or industrial property right registrations therein with the same legal force and effect as if executed by the Consultant. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation 4.4 Notwithstanding anything to the Contract contrary in this Agreement, ▇▇▇▇▇▇▇’s obligation to make payment to the Consultant in the final month of the Term is engaged on terms which do not entitle him conditional upon the Consultant executing and delivering to copyright Entheon or any Halugen, as the case may be, an intellectual property assignment agreement, in the form approved by ▇▇▇▇▇▇▇, which, among other arising Intellectual Property Rights; 10.3.2. ensure that it is things, irrevocably assigns to Entheon all of the Consultant’s worldwide right, title, and remains entitled interest in and to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and the Deliverables, including all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights therein, and waiving all of a third party, or the Consultant’s moral rights in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this ContractDeliverables. 10.5. If 4.5 All goodwill established by the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid Consultant or that use may be established by the Consultant with clients, customers, suppliers, principals, shareholders, investors, collaborators, strategic partners, licensees, contacts or prospects of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB Entheon relating to the Supplier business or affairs of Entheon (including copyright therein) or of its partners, subsidiaries or affiliates), both before and after the Effective Date, shall be and remain the property of AHDB. Their use by Entheon or Halugen exclusively, for Entheon or Halugen, as the Supplier case may be, to use, alter, vary, adapt and exploit as Entheon shall be allowed only within the limits of the purpose of this Contract or another written contract between the Partiesdetermine in its discretion. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless 8.1 All Content is protected by copyright, trademark and other intellectual property laws unless otherwise agreed, all indicated. 8.2 All Intellectual Property Rights arising from in the supply of the Goods Pupil Pathways Software and Services to AHDB together with any other information, knowledge, idea, design, material, its Content are owned or invention and any expression of any idea created licensed by the Supplier (or its agents or employees) shall be the exclusive property of AHDB.Contractor 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall 8.3 Schools must not use them the Content for its own commercial purposes or those of any third party nor disclose them without first obtaining the prior written consent of AHDB. The Supplier at the request Council and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property RightsContractor. 10.3. The Supplier shall8.4 All IPR in any specifications, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material: 10.3.1. ensure that each person who is engaged in relation (a) provided to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required Contractor by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) School shall remain the property of AHDB. Their use by the Supplier School (b) prepared for the Contractor specifically for the use, or intended use, in relation to the performance of the Contract shall belong to the Council on creation 8.5 Notwithstanding the licence of the Pupil Pathways Software to the Council and the Schools or any other provision of this Agreement, the School and the Council acknowledges and agrees that the Contractor owns all rights, title and interest in the Pupil Pathways Software and, the Contractor retains all related Intellectual Property Rights to and/or respect of the Pupil Pathways Software 8.6 The Contractor shall obtain necessary approval before using any material, in relation to the performance of the Contract which is or may be allowed only within subject to any third party IPR The Contractor shall procure that the limits owner of the IPR grant to the School a non-exclusive perpetual and irrevocable licence for the purpose of this Contract the Schools’ functions and duties or another written contract between if the PartiesContractor is itself a licensee of those rights, the Contractor shall grant to the School a sub- licence for the purposes mentioned. Such licence and any sub-licence shall be non-exclusive, perpetual and irrevocable, shall include the right for the School to sub-license, transfer, and novate or assign to as necessary. 10.7. This 8.7 It is a condition of the Contract shall that the Services and/or the Pupil Pathways Software will not affect infringe the ownership IPR of any Intellectual Property Rights third party and the Contractor shall during and after the Subscription Period on written demand indemnify and keep indemnified without limitation the Schools against all Liabilities which the Schools may suffer or incur as a result of or in existence before connection with any breach of this clause or any claim of IPR infringement arising from this Agreement, the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the Services or performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.Contractor or Contractor’s Employee

Intellectual Property Rights. 10.1. Unless otherwise agreed10.1 The Funder and the Recipient agree that all rights, all title and interest in or to any information, data, reports, documents, procedures, forecasts, technology, Know-How and any other Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights whatsoever owned by either the Funder or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materialsthe Recipient before the Commencement Date, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their that party. 10.2 Where the Funder has provided the Recipient with any of its Intellectual Property Rights for use in connection with the Project (including without limitation its name and logo), the Recipient shall, on termination of this Agreement, cease to use such Intellectual Property Rights immediately and shall either return or destroy such Intellectual Property Rights as requested by the Supplier Funder. 10.3 All Intellectual Property Rights developed by the Recipient during the Grant Period using the Grant shall be allowed only within belong to the limits Recipient, and the Recipient grants the Funder a non-exclusive, royalty free, non-terminable, perpetual licence to use such Intellectual Property for its own charitable purposes. 10.4 The Recipient shall keep the Funder indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Funder as a result of or in connection with any claim brought against the Funder for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement DateProject. 10.7.1. For 10.5 The Recipient shall pay to the avoidance Funder royalties on the net profit derived from the exploitation of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights arising solely from the Project at the rate of ten percent (10%) plus VAT (if applicable) for the duration of the relevant Intellectual Property Right or Rights. 10.6 Royalties payable under this Agreement shall be paid within one month of each six-month anniversary of the Commencement Date in software respect of exploitation of the Project made during the preceding six months provided that the Recipient has been modified at AHDB’s expense to enable itself received applicable Royalties in that period. 10.7 In the performance event of any delay in paying any sum due under this Contract. Any use of such modified software clause by the Supplier other than at due date, the request of AHDB Recipient shall be subject pay to the prior agreement Funder interest (calculated on a daily basis) on the overdue payment from the date when such payment was due to the date of AHDB in Writingactual payment at a rate of four per cent over the base rate of the Bank of England from time to time.

Intellectual Property Rights. 10.1. Unless otherwise agreed5.1 LRQA shall during the Term disclose full details in writing to the Agency of the conception, origination, making or development of any Intellectual Property Rights by LRQA in carrying out the Services. 5.2 LRQA agrees, warrants and represents that all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other informationconceived, knowledgeoriginated, idea, design, material, made or invention and any expression of any idea created developed by the Supplier (LRQA or its agents or employees) employees in carrying out the Services shall be vested in the Agency and the Agency shall be the exclusive property sole legal and beneficial owner of AHDB. 10.2the entire right, title and interest in and to any such Intellectual Property Rights without any third party claims, liens, charges or encumbrances of any kind. The Supplier shall fully disclose all To the extent such arising Intellectual Property Rights are not automatically vested in the Agency, LRQA hereby assigns such Intellectual Property Rights to AHDB the Agency. LRQA shall execute all such further documents as the Agency may require formally to confirm the assignment of such Intellectual Property Rights to the Agency pursuant to this Agreement. 5.3 LRQA hereby waives all its moral rights in any works created or developed pursuant to this Agreement. 5.4 LRQA warrants and shall represents that it is free of any duties or obligations to third parties which might conflict with the terms of this Agreement and that the Agency’s use or reproduction of any Documents produced by LRQA in providing the Services does not use them for its own purposes or those infringe the Intellectual Property Rights of any third party. 5.5 LRQA hereby agrees that all legal and beneficial interest in the Documents and the Reports (including the media upon which they are recorded) and all Intellectual Property Rights therein created by LRQA or its employees in performance of the Services shall vest in the Agency and that LRQA will not do anything to damage or endanger any Intellectual Property Rights or Reports or Documents created pursuant to this Agreement. 5.6 On completion of the Services, the Agency may if it so wishes publish the Reports or any part thereof in print or electronically and will acknowledge its authorship by LRQA. 5.7 LRQA agrees to indemnify the Agency against any and all liability loss damage costs and expenses (including legal fees) which the Agency may incur or suffer as a result of any breach by LRQA of the warranties and representations set out in Sub-clause 5.2 or 5.3 or in the event that any of the Intellectual Property Rights assigned to the Agency by this Clause 5 are found to be invalid or impaired in any way or in the event of any claim by any third party nor disclose them that the exercise of the rights assigned by this Clause 5 infringes the rights of such third party. 5.8 Except where it is necessary in connection with the provision of the Services by LRQA LRQA shall not, without the prior written consent of AHDB. The Supplier at the request and expense Agency, reproduce any of AHDB will take all measures which may be necessary to vest ownership the Documents or other materials produced in providing the Services or do any other act in respect of such Documents or materials which is restricted by the Agency’s Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rightstherein. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure 5.9 LRQA warrants and represents that it is and remains entitled to transfer free from has required all of its employees who may provide any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as Services to avoid the infringement or alleged infringement but in such a way confirm that it complies with the representations all and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to arising from its carrying out of such Services shall be vested in AHDB are invalid the Agency and to sign any documents required to confirm this; and to waive all and any moral rights which it may have in any Documents or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB other materials produced pursuant to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the PartiesServices. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreedI agree to assist the Company, all Intellectual Property Rights arising from or its designee, at the supply Company’s expense, in every way to secure the rights of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention Company Group in the Developments and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive copyrights, patents, trademarks, service marks, database rights, domain names, mask work rights, and other intellectual property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights rights relating thereto in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments that the possession Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Developments, and any intellectual property and other proprietary rights relating thereto. I further agree that my obligation to execute or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely cause to be madeexecuted, when it is in my power to do so, any such instrument or papers shall continue after the termination of the Assignment Period until the expiration of the last such intellectual property right to expire in any country of the world; provided, however, the Supplier Company shall promptly and at its cost either: 10.4.1. obtain reimburse me for AHDB my reasonable expenses incurred in connection with carrying out the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5foregoing obligation. If the Supplier becomes aware that Company is unable because of my mental or physical incapacity or unavailability for any person alleges that any Intellectual Property Rights owned by other reason to secure my signature to apply for or to be vested pursue any application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in AHDB are invalid fact to act for and in my behalf and stead to execute and file any such applications or that use records and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of such Intellectual Property Rights infringes letters patent or registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materialsclaims, productsof any nature whatsoever, samplesthat I now or hereafter have for past, documents present, or future infringement of any and information provided by AHDB all proprietary rights assigned to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the PartiesCompany. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed9.1 FRV owns all Contract IP with effect from the date of its creation and the Contractor irrevocably and unconditionally assigns to FRV, including by way of assignment of future Intellectual Property Rights, all Intellectual Property Rights arising from the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB the Contract IP on creation. 9.2 Subject to clause 8, FRV grants the Contractor a non-exclusive, royalty-free, non-transferable licence to use the Contract IP solely for the purpose of supplying the Goods and Services. This licence automatically expires on expiry or its nominee termination of this Agreement. 9.3 On request or on expiry of this Agreement, the Contractor must promptly provide FRV with a complete copy of all Contract IP. 9.4 The Contractor grants FRV a non-exclusive, perpetual, irrevocable, world-wide, royalty-free licence (including the right to sub-license) to use, copy, reproduce, publish, modify, adapt, distribute, communicate and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To create derivative works from the Background IP to the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral necessary to fully exercise its rights in such Intellectual Property Rightsthe Contract IP. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to 9.5 This clause does not affect the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB ownership of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights in the FRV Material which remains the property of a third partyFRV at all times. 9.6 The Contractor warrants that it has, or will procure from all Personnel who have Intellectual Property Rights in the Supplier's reasonable opinion such Contract IP a claim is likely written assignment of all of those Intellectual Property Rights as necessary to be madegive effect to clause 9.1 and an irrevocable written consent to FRV doing or omitting to do, any act or omission, in relation to any copyright works in the Supplier shall promptly Contract IP (including any act or omission which might have otherwise affected the ‘Moral Rights’ of the authors of the ‘Works’ (as those terms are defined in the Copyright Act 1968 (Cth)). 9.7 The Contractor warrants and at its cost either: 10.4.1. obtain for AHDB represents to FRV that it has the right to continue using assign the materials which were Contract IP and license the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but Background IP in such a way accordance with this clause 9 and that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes will not infringe any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereofparty. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed10.1 Supplier shall indemnify GSK and its employees, Affiliates, sub-contractors and agents and keep them indemnified, in full and on demand from and against all Intellectual Property Rights arising from Losses incurred or suffered as a result of or in connection with any claim that the supply Goods or the provision of the Services by Supplier, or the use by or on behalf of GSK of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created assets used or provided by Supplier in connection with the Supplier (or its agents or employees) shall be performance of the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property RightsServices, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights or any other rights of any third party. 10.2 Supplier shall, at its expense, defend any and all claims or legal proceedings arising from infringements or alleged infringements of its Intellectual Property Rights in connection with the Goods or Services, provided that GSK gives Supplier all reasonable assistance and the sole authority to defend or settle any legal proceedings at Supplier’s expense. 10.3 GSK retains Intellectual Property Rights in, and ownership of all materials, plans, drawings, tools, data, the Specification, patterns and/or designs provided by GSK to Supplier, and they shall all be returned at any time in good condition to GSK at GSK’s request. 10.4 Where Goods are made to GSK’s Specification, model, or plans, the Intellectual Property Rights in the Goods in so far as they relate to the Specification, model, or plans, and any improvements or developments thereof shall be the absolute property of GSK and, in addition, Intellectual Property Rights arising during or out of the provision of Services shall be and remain the property of GSK (all such Intellectual Property Rights being “Arising IP”). 10.5 Supplier will assign to GSK (with full title guarantee and free of all encumbrances) all Arising IP on demand. Such assignments shall take effect on the date of the Agreement in respect of any Arising IP then in existence, or as a present assignment of future rights that will take effect immediately on the coming into existence of the Arising IP, as appropriate. At its cost, Supplier shall do all such further acts and things, and execute all such other documents, as GSK may reasonably request to vest Arising IP in GSK and/or to enable GSK to protect, perfect, enforce or enjoy the full benefit of the rights assigned under the Agreement. 10.6 In the event that any Intellectual Property Rights relating to the Goods and/or Services are held by the courts to infringe a third party’s rights, or in the Supplier's reasonable opinion such a claim and their use is likely to be madeenjoined by that third party, the Supplier shall promptly have the option and at its cost either: 10.4.1. obtain expense to procure for AHDB GSK the right to continue using the materials which were the subject of the claim; or 10.4.2. modify Goods or Services, or replace the Goods with non-infringing part of Goods or Services, or modify the materials Goods or Services so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations they become non-infringing without detracting from their overall performance and warranties in this Contractfunctionality. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, 3.1 The Licensee acknowledges that all Intellectual Property Rights arising from in the supply of Licensed Data are the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBATI or of ATI’s licensors, respectively, and that the Licensee shall have no rights in or to the Licensed Data other than the right to use the Licensed Data for the Permitted Purpose in accordance with the terms of this Licence. 10.2. 3.2 The Supplier shall fully disclose all such arising Intellectual Property Rights Licensee acknowledges that ATI provides no warranties in relation to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee the Licensed Data. ATI excludes any and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To liability to the Licensee (to the extent permitted permissible by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure law) that each person who is engaged may arise in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights;Rights in the Licensed Data. 10.3.2. ensure 3.3 ATI agrees that it is and remains entitled to transfer free from shall not own Intellectual Property Rights in any encumbrances any title and/or rights necessary to effect any vesting required Derivative Works created by this Contract; 10.3.3the Licensee. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights Ownership in such Derivative Works shall commence from the date that such Derivative Works and/or corresponding Intellectual Property. 10.4Property Rights are created. If a claim is made The Licensee however agrees that when requested by the possession or use by AHDB of any Goods or Services supplied under this Contract infringes ATI, it shall in good faith acknowledge and/or credit the ATI for its role in the Intellectual Property Rights relating any Derivative Works. 3.4 The Licensee may combine the Licensed Data with the Licensee’s own data provided always that: 3.4.1 the Licensee shall ensure that the Licensed Data remains identifiable as the data of ATI and is only used for the Permitted Purpose; and 3.4.2 the Licensee does not present any modified Licensed Data as ATI’s own data. 3.5 If the Licensee makes any modifications to the Licensed Data, the Licensee shall (upon request from ATI) notify ATI. 3.6 The Licensee shall indemnify and keep indemnified and hold ATI harmless from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by ATI as a third party, result of or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies connection with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits Licensee of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement DateLicensed Data. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.17.1. Unless otherwise agreedNo Product, including parental lines, supplied by the SUPPLIER, and no Plant Material or seed produced therefrom may be used for research, breeding, molecular or genetic analysis, crop, seed (re)production, propagation and/or multiplication purposes. The CUSTOMER waives all Intellectual Property Rights arising from the supply other rights and entitlements in respect of the Goods seed except for the right to produce harvested product, and Services the CUSTOMER shall never use, sell or otherwise make available the resulting seed directly or indirectly as propagating material. 7.2. Should the CUSTOMER be in breach of clause 7.1 above, the CUSTOMER shall be liable to AHDB together with any other information, knowledge, idea, design, pay the SUPPLIER within 30 (thirty) days an amount of 5 (five) times the price at which the SUPPLIER could have sold the propagating material, or invention and any expression of any idea created by the Supplier SUPPLIER’s actual damages (or its agents or employees) shall be at the exclusive property of AHDBSUPPLIER’s election). 10.27.3. The Supplier shall fully disclose all such arising Intellectual Property Rights SUPPLIER is the proprietor and/or rightful title holder and/or authorised licensee of the intellectual property in and associated with the Product (“the intellectual property rights”) and no rights or licenses are hereby granted to AHDB the CUSTOMER. The CUSTOMER may not possess or use any plant produced therefrom as parental seed and shall not use them for its own purposes destroy all forms thereof under his control or those of any third party nor disclose them without the prior written consent of AHDBin his possession. 7.4. The Supplier at the request CUSTOMER shall immediately disclose and, without limitation and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee costs, grant access and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation assign to the Contract is engaged on terms which do not entitle him to copyright or SUPPLIER, any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free new variations emanating from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject planting of the claim; or 10.4.2. modify or replace Product and the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) SUPPLIER shall remain the proprietors and titleholders of all such new varieties and Plant Material there from. 7.5. The CUSTOMER shall not infringe or dispute the intellectual property rights (where registered and especially plant breeder’s rights, trademark and patents) in respect of AHDBthe Product, and shall also not assist anybody else in doing so, but shall actively support and protect the intellectual property rights by advising the SUPPLIER immediately if the CUSTOMER becomes aware of any other party dealing with any of the SUPPLIER’s products in a manner which is in contravention with the terms of this Agreement or similar agreement and/or infringes any of the intellectual property rights. 7.6. Their use The CUSTOMER hereby confirms the SUPPLIER’s rights in terms of section 24A of the Plant Breeder’s Rights Act, 15 of 1976; section 25 of the Plant Improvement Act 53 of 1976. The CUSTOMER grants the SUPPLIER the same rights granted in the abovementioned sections in case of infringement on the face of it of the intellectual property rights by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership CUSTOMER, confirmed under oath by any deponent having sufficient knowledge of any Intellectual Property Rights infringement in existence before the Commencement Datea court of competent jurisdiction stipulated for herein. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all Intellectual Property Rights arising from the supply of the Goods Products (software) and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any accompanying documentation and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly intellectual property residing therein are and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDBNiceLabel and NiceLabel does not convey any proprietary interests in or to the Products other than the rights granted under these Terms and Conditions. Their Taking this in consideration, Channel Partner agrees and acknowledges that: (a) all right, title and interest in the NiceLabel's intellectual property is owned by and shall remain vested in NiceLabel, (b) all use by the Supplier shall be allowed only within the limits of the purpose same shall inure to the benefit of NiceLabel, and (c) nothing contained in or undertaken pursuant to this Contract Terms and Conditions shall give Channel Partner any right, title or another written contract between interest in or to the Parties. 10.7same, other than those granted with these Terms and Conditions. This Contract The Channel Partner will not attempt to, apply for or register any intellectual property in its own name or solicit or give permission to any third party to do so and will further not use and/or register any intellectual property, as applicable, as a domain name. If the Channel Partner breaches this provision, it will or will procure that a third party transfers any applications, registrations, renewals or similar to NiceLabel without any costs for NiceLabel and will or will procure that a third party signs any and all documents needed for a successful transfer of such intellectual property to NiceLabel. The Channel Partner shall not affect safeguard the ownership Products (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. The Channel Partner shall promptly notify NiceLabel if it becomes aware of any infringement of NiceLabel's Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubtProducts and fully cooperate with NiceLabel, Condition 10.1 shall not apply at NiceLabel’ expense, in relation any legal action taken by NiceLabell to pre- existing enforce its Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in WritingRights.

Intellectual Property Rights. 10.1. Unless otherwise agreed, 10.1 Sure Communication or its licensor retains all Intellectual Property Rights arising from in the supply Services/Site Software and grants the Customer a non-exclusive licence for the purpose of operating the Services/Site. 10.2 All Intellectual Property Rights in any works created in connection with the performance of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier Sure Communication (or its agents or employeesWorks) shall be the exclusive property of AHDB. 10.2Sure Communication and Sure Communication hereby grants to the Customer a non-exclusive license to use the Works. The Supplier shall fully disclose all such arising All Intellectual Property Rights in all items and materials given to AHDB Sure Communications by the Customer for the performance of the Services shall remain the property of the Customer. 10.3 The Customer shall indemnify Sure Communication against all damages, losses and shall not expenses arising as a result of any action or claim that the Materials infringe any third party Intellectual Property Rights. 10.4 Sure Communication undertakes to defend the Customer from and against any action or claim to the extent that the use or possession of the Works or any part of them for its own purposes or those excluding Content infringes the Intellectual Property Rights of any third party nor disclose them ("Sure Communication IPR Claim") and shall indemnify the Customer against any losses, damages, costs (“Loss”) incurred by the Customer as a result of any Sure Communication IPR Claim to the extent that any such Loss is agreed, settled or awarded by a Court of competent jurisdiction against the Customer. Sure Communication shall have no liability to the Customer under this clause 10.4 if the Customer: (a) does not notify Sure Communication in writing of the full details of any claim of which it has notice as soon as reasonably practicable; (b) makes any admission of liability or agrees any settlement or compromise of a Sure Communication IPR Claim without the prior written consent of AHDB. The Supplier Sure Communication; (c) does not let Sure Communication, at the its request and expense have conduct of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee negotiations and shall assist AHDB in establishing litigation arising from the relevant Sure Communication IPR Claim; or (d) does not, at Sure Communication's request and protecting such Intellectual Property Rightsexpense, including if necessary doing give Sure Communication all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rightsreasonable assistance. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or 10.5 If any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim Sure Communication IPR Claim is made that against the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partyCustomer, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier then Sure Communication shall promptly and at its cost own expense either: 10.4.1. obtain (a) procure for AHDB the Customer the right to continue using the materials which were the subject of the claimWorks; or 10.4.2. (b) modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB Works without prejudice to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits function of the purpose of this Contract or another written contract between Works as specified in the Parties. 10.7Specification. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 The undertaking and indemnity given by Sure Communication under clause 10.4 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense any infringement arising from any modification to enable the performance of this Contract. Any use of such modified software Works or the Services/Site made by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in WritingCustomer or connected third party.

Intellectual Property Rights. 10.1. Unless otherwise agreed7.1 Service Provider warrants that the sale or use of goods, all Intellectual Property Rights arising from or the supply performance or provision of the Goods and Services to AHDB together with Deliverables will not violate or infringe any Philippines or foreign copyright, patent, trademark, registered design or any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.37.2 Service Provider warrants that all Intellectual Property Rights on the pre-existing materials used by Service Provider in the provision of Deliverables to Accenture are owned by the Service Provider. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation Notwithstanding the above, the Service Provider hereby grants Accenture an irrevocable license to the Contract is engaged on terms which do not entitle him to copyright use, copy or modify such pre- existing materials for internal business purposes, free of royalty payments or any other arising charges. 7.3 The Intellectual Property Rights; 10.3.2Rights in all works of authorship developed or created by Service Provider in the course of provision of Deliverables ("Project Materials") shall immediately and exclusively vest in Accenture. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made In the event that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes Service Provider requests and Accenture grants written consent that the Intellectual Property Rights of a for specific Project Materials be not assigned to Accenture, Service Provider shall grant to Accenture and its affiliates an irrevocable royalty-free license to use, copy or modify the Project Materials, with right to sub-license such Project Materials to third partyparties for the purposes intended by Accenture upon notice to Service Provider. 7.4 To the extent permissible under the applicable law, or the Service Provider hereby waives all moral rights (as defined under the Law on Copyright, RA No. 8293) in the Supplier's reasonable opinion such a claim is likely Project Materials supplied hereunder in so far as they relate to be made, the Supplier shall promptly Accenture and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way agrees that it complies has obtained all waivers of moral rights and consents from any employee, agent, subcontractor or other third party necessary to comply with its obligations under this Clause 7. 7.5 Any drawings, specifications, data, documents, and other information provided by Accenture to the Service Provider in connection with the representations Purchase Order and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any all Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) therein shall remain the property of AHDB. Their use by Accenture, and the Supplier shall be allowed only within at all times keep confidential all such information. Service Provider shall take adequate procedures to protect the limits secrecy of such drawings, specifications, data, documents, and other information, and shall return the same to Accenture upon completion of the purpose of this Contract or another written contract between the PartiesPurchase Order. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, all 10.1 The Parties agree that the Intellectual Property Rights arising from in any way contained in the supply Products, made, conceived or developed by BITMAIN and/or its Affiliates for the Products under this Agreement and/or, achieved, derived from, related to, connected with the provision of the Goods and Services to AHDB together with Products by BITMAIN and/or acquired by BITMAIN from any other information, knowledge, idea, design, material, or invention and any expression person in performance of any idea created by the Supplier (or its agents or employees) this Agreement shall be the exclusive property of AHDBBITMAIN and/or its Affiliates. 10.2 Notwithstanding anything to the contrary herein, all Intellectual Property Rights in the Products shall remain the exclusive property of BITMAIN and/or its Affiliates and/or its licensors. Except for licenses explicitly identified in BITMAIN’s shipping confirmation or in this Clause 10.2, no rights or licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect of any Intellectual Property Rights of BITMAIN and/or its Affiliates or any Intellectual Property residing in the Products provided by BITMAIN to the Purchaser, including in any documentation or any data furnished by BITMAIN. The Supplier shall fully disclose all such arising BITMAIN grants the Purchaser a non-exclusive, non- transferrable, royalty-free and irrevocable license of BITMAIN and/or its Affiliates’ Intellectual Property Rights to AHDB solely use the Products delivered by BITMAIN to the Purchaser for their ordinary function, and shall not use them for its own purposes or those of any third party nor disclose them without subject to the prior written consent of AHDBprovisions set forth herein. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights Purchaser shall in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes no event violate the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at BITMAIN and/or its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this ContractAffiliates and/or its licensors. 10.5. If 10.3 The Purchaser shall not illegally use or infringe the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it the Products in any way. Otherwise, BITMAIN shall as soon as reasonably practicable give AHDB particulars thereof in Writing have the right to request the Purchaser to take immediate remedial measures and assume full responsibilities, including but not limited to ceasing the infringement immediately, eliminating the impact, and compensating BITMAIN and/or its Affiliates for all losses arising out of the infringement, etc. 10.4 The Purchaser shall not use any technical means to disassemble, mapping or analyze the Products of BITMAIN, and shall make no comment not reverse engineer or admission otherwise attempt to any third party derive or obtain information about the function, manufacture or operation of the Products, to retrieve relevant technical information of the Products and use it for commercial purposes. Otherwise, the Purchaser shall be liable for losses caused to BITMAIN in respect thereofaccordance with Clause 10.3. 10.6. All AHDB's Intellectual Property Rights and all materials10.5 If applicable, productspayment by the Purchaser of non-recurring charges to BITMAIN for any special designs, samplesor engineering or production materials required for BITMAIN’s performance of obligations for customized Products, documents and information provided by AHDB shall not be construed as payment for the assignment from BITMAIN to the Supplier (including copyright therein) shall remain the property Purchaser of AHDBtitle to such special design, engineering or production materials. Their use by the Supplier BITMAIN shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use sole owner of such modified software by the Supplier other than at the request of AHDB shall be subject special designs, engineering or production materials with regard to the prior agreement of AHDB in Writingsuch Products.

Intellectual Property Rights. 10.1. Unless otherwise agreed6.1 In view of the fact that it is the Employee’s responsibility to further the interests of the Company, all the Employee shall forthwith disclose and deliver to the Company, for the exclusive use and benefit of the Company or any Group Company full details of every discovery, any invention upon the making, devising or discovering the same during the Employment, improvement, design and secret process and other Intellectual Property Rights arising from made, developed or discovered by him whether alone or with any otherPerson or Persons at any time after the supply Joining Date, but during his Employment, irrespective of whether they were so made, devised or discovered during normal working hours or using the facilities of the Goods and Services to AHDB together with Company or any other informationGroup Company or whether capable of being patented or registered or not provided however, knowledgethat they must be reasonably connected with the Business, ideaand the Parties agree that all such information and materials shall belong to and be the absolute property of the Company. 6.2 To give meaning and effect to the provisions of Clause 6.1 above, designit is agreed, materialunderstood and clarified that the Employee will irrespective of the termination of the Employment, give all information and data in his possession as to the exact mode of working, producing and using the same and will also at the expense of the Company give such explanations, demonstrations and instructions to the Company as the Board may deem appropriate to enable the full and effectual working, production or invention use of the same. 6.3 As a part of his Employment, and any expression of any idea created for the consideration being paid to the Employee under this Agreement, the Employee hereby agrees to abide by the Supplier Intellectual Property Agreement annexed hereto as Schedule 3 hereto and provisions of the said Schedule 3 (or its agents or employeesIntellectual Property Agreement) shall be the exclusive property form an integral part of AHDBthis Agreement. 10.2. The Supplier shall fully disclose 6.4 In keeping with the Employees obligations in this Clause 6, the Employee hereby agrees, undertakes and covenants that: (a) He will do anything necessary to confirm vesting of title to any or all such arising applicable Intellectual Property Rights except only to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of extent that such Intellectual Property Rights fail to vest in AHDB the Company in any or all countries relating to any Inventions or other materials produced by the Employee during the Employment in the Company or its nominee absolutely; (b) He hereby assigns, with full title guarantee, in so far as title to them does not automatically vest in the Company as a consequence of his Employment, to the Company by way of future assignment all copyrights arising in any original material including without limitation source code and object code for software produced by the Employee during the Employment, whether during the normal hours of work of the Company or otherwise or at the premises or using the facilities of the Company or otherwise, being the exclusive right to do and to authorize others to do any and all acts restricted by the Copyright Act 1957, Trademarks Act 1999, The Patent Act 1970, and the Designs Act 2000 in relation to such material in India together with copyright in all other countries of the world and/or any similar rights in countries where such rights exist for the whole term of such copyright including any extensions or renewals thereof and including the right to sue for damages and other remedies in respect of any infringements of the copyrights in such material or conversion of infringing copies of the material prior to the date of this Agreement to hold up to the Company absolutely; and (c) He waives all moral rights arising from any such original material originated, conceived, written or made by him, (either alone or with others), in the course of his Employment with the Company, so far as the Employee may lawfully do so in favor of the Company and agrees not to claim that any treatment, exploitation or use of the said works infringes such moral rights including but not limited to right to be indemnified, right to object derogatory treatment and against false attribution and for the avoidance of doubt this waiver shall assist AHDB extend to the licensees and successors in establishing title to the copyright in the said material as per the provisions of the Indian Copyright Act, 1957. 6.5 The Employee hereby irrevocably and protecting such Intellectual Property Rights, including if necessary doing by way of security appoints the Company as his legal representative in his stead to do all such acts things and executing execute all such documents as AHDB reasonably deems necessary. To may be necessary for or incidental to grant to the extent permitted by applicable LawsCompany the full benefit of this Clause 6. 6.6 If and whenever required so to do, whether during or after the termination of his Employment with the Company, the Supplier Employee shall waive give all information and data in his possession as to the exact mode of working, producing and using the same and will also at the expense of the Company give all such explanations, demonstrations and instructions to the Company as the management or shall procure the waiver Board maydeem appropriate to enable the full and effectual working, production or use of moral rights in such Intellectual Property Rights. 10.3the same. The Supplier shall: 10.3.1. ensure Employee hereby further agrees and undertakes that each person who is engaged he shall at the expense of the Company apply or join in relation to orassist the Contract is engaged on terms which do not entitle him to copyright Company for the purposes of applying for patent or other equivalent protection in India or any other arising Intellectual Property Rights; 10.3.2. ensure that it is part of the world for any such discovery, invention, improvement, design and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession secret process or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partyas aforesaid and execute all instruments and do all things necessary for vesting the said registration, or protection including defence and enforcement of the Company’s rights when obtained, and all right, title and interest to and in the Supplier's reasonable opinion such a claim is likely to be made, same in the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB Company or Group absolutely andas the right to continue using the materials which were the subject of the claim; or 10.4.2. modify sole beneficial owner or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with other person as the representations and warranties in this ContractCompany may require. 10.5. If 6.7 The Employee will do nothing, whether by omission or commission during the Supplier becomes aware that Employment or at any person alleges that any Intellectual Property Rights owned by times thereafter to affect or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to imperil the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership validity of any Intellectual Property Rights in existence obtained, applied for or to be applied for by the Company or its nominee. In particular, without limitation, the Employee shall not disclose the subject matter of any Inventions which may be patentable before the Commencement Date. 10.7.1Company has had the opportunity to apply for any patent or patents. For The Employee will at the avoidance direction and expense of doubt, Condition 10.1 shall not apply in relation the Company promptly render all assistance within his power to pre- existing obtain and maintain such Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance or any application for any extension of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writingthem.

Intellectual Property Rights. 10.1. Unless otherwise agreed, 7.1 MBI represents to Distributor that it owns or has a license to all Intellectual Property Rights arising from the supply of the Goods material contained in the Products and Services that, to AHDB together with any other information, the best of MBI's knowledge, ideasaid Products do not infringe upon any copyright, designpatent, material▇▇▇▇ work, trademark or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those other proprietary right of any third party nor disclose them and that MBI has full authority to enter into this Agreement. Distributor represents that Distributor has the unencumbered right to utilize the images, trademarks and artwork printed on the Product (the "Image") and to affix the Image to the Product, and to sublicense the Image for the purposes set forth herein. 7.2 Distributor hereby grants MBI a limited sublicense to apply the Image to the Product solely for sale by Distributor through Distributor's Network as set forth herein. 7.3 Distributor shall have no rights to duplicate, translate, decompile, reverse engineer, or adapt Products without the MBI's prior written consent consent. 7.4 Distributor shall promptly notify MBI of AHDB. The Supplier at any unauthorized third party duplication, distribution, or use of Products which comes to the request attention of Distributor and expense of AHDB will take all measures which may be shall provide MBI with whatever reasonable assistance is necessary to vest ownership of stop such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rightsactivities. 10.3. The Supplier shall:7.5 Distributor shall not attempt to register any of MBI's trademarks, company names, or trade names without MBI's written permission, nor shall Distributor attempt to develop any products which contain the "look and feel" of any Products, or of the Stored Value Card System. 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is 7.6 Distributor shall indemnify and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing hold harmless MBI against any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession claim, judgment, lien, penalty, loss, damage or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partyother cost, or in the Supplierincluding MBI's reasonable opinion attorney's fees in defending such a action, related to or arising from any claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the or controversy regarding Distributor or MBI's right to continue using utilize the materials which were Image on the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this ContractProduct. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed, 10.1 Purchaser retains all Intellectual Property Rights arising from in, and ownership of all materials, plans, drawings, Specifications, patterns and/or designs provided by Purchaser to Supplier. All such materials shall be used solely to perform the supply Agreement, and they shall all be returned at any time in good condition to Purchaser at Purchaser’s request or on expiration of the Goods and Services to AHDB together with Agreement, on which shall not retain any other information, knowledge, idea, design, materialcopies of such materials in its files or electronic data storage systems, or invention any summaries, extracts, or analysis thereof. 10.2 Where Goods are made to Purchaser’s Specification, model, or plans, the Intellectual Property Rights in the Goods in so far as they relate to the Specification, model, or plans, and any expression of any idea created by the Supplier (improvements or its agents or employees) developments thereof shall be the exclusive absolute property of AHDB. 10.2. The Purchaser, and Supplier shall fully disclose assign all such arising Intellectual Property Rights to AHDB Purchaser when such assignation is necessary. 10.3 Purchaser shall own all rights throughout the world to any Intellectual Property Rights and shall not use them for its own purposes or those to all ideas, inventions, products, programs, procedures, formats and other materials of any third party nor disclose them without the prior written consent kind created, developed or worked on for Purchaser, all of AHDBwhich shall be “works for hire” as defined by applicable intellectual property laws. The Supplier at the shall take such actions and execute such documents as Purchaser may reasonably request to warrant and expense of AHDB will take all measures which may be necessary to vest confirm our ownership of such Intellectual Property Rights in AHDB or its nominee rights and shall assist AHDB in establishing to transfer and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rightsassign them to Purchaser. 10.3. The 10.4 Supplier shall: 10.3.1. ensure represents, warrants and covenants that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or Purchaser’s use by AHDB of any Goods or Services supplied under this Contract infringes does not and shall not violate or in any way infringe upon the Intellectual Property Rights or other interests of third parties, including property, contractual, employment, non-disclosure or other rights. Supplier shall defend and indemnify Purchaser and its Affiliates and hold them harmless against any cost, loss, liability or expenses (including reasonable attorney fees) arising from claims for infringement of any Intellectual Property Rights whatsoever of any third party arising out of the possession, use or sale of any Product or Services; provided that any settlement proposed by Supplier that affects Purchaser or Purchaser’s Affiliates shall require Purchaser’s written approval, which shall not be unreasonably withheld. This indemnity shall not apply to any infringement which is due to Supplier having followed any specifications or any design or instruction furnished or given by Purchaser or to the use of the Goods or Services in a manner or for a purpose not specified by or disclosedto Supplier. 10.5 If the Intellectual Property Rights relating to the Goods and Services are held by the courts to infringe a third party’s rights, or in the Supplier's reasonable opinion such a claim and their use is likely to be madeenjoined by that third party, the Supplier shall promptly have the option and at its cost either: 10.4.1. obtain expense to procure for AHDB Purchaser the right to continue using the materials which were the subject of the claim; or 10.4.2. modify Goods or Services, or replace the Goods with non-infringing part Goods or Services, or modify the Goods or Services so that they become non-infringing without detracting from their overall performance and functionality. If Supplier is notable to accomplish one of the materials so foregoing, Purchaser shall have the right to rescind the Agreement as to avoid any or all Goods and Services affected by the infringement or alleged infringement but infringement, in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission addition to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materialsother remedies, productsand receive a full refund of the purchase price, samplesin the case of Goods, documents and information provided an equitable refund of a portion of the purchase price, in the case of Services which have been fully enjoyed by AHDB to Purchaser for a portion of the Supplier (including copyright therein) shall remain the property of AHDB. Their use time contemplated by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the PartiesAgreement. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreedOwnership 9.1 The Match Content shall remain vested in Match at all times and nothing in this Agreement will affect the ownership by either party, or its licensors, of Intellectual Property Rights existing after Match WFOE has acquired ownership of all of the Assets at the Closing Date. 9.2 All Intellectual Property Rights created or developed by, or on behalf of, eLong LicenceCo in connection with the provision of the eLong Services (the Developed IPR) will vest in Match on creation, unless they are reserved for eLong pursuant to the Asset Purchase Agreement or any other written agreement between the parties. 9.3 eLong LicenceCo assigns, by present assignment of future rights, all Intellectual Property Rights arising from in the supply Developed IPR to Match with full title guarantee, and will at its own cost perform (and procure the performance of) all further acts and things, and execute and deliver (and procure the execution and delivery of) all further documents required by law or which Match reasonably requires to perfect its title in the Developed IPR. 9.4 eLong LicenceCo recognises that Match is the owner of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB Match Content and shall not use them for its own purposes at any time do or those of suffer to be done any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures act or thing which is likely to in any way prejudice such title. 9.5 eLong LicenceCo further agrees that: (a) it shall not make any representation or do any act which may be necessary taken to vest indicate that it has any right, title or interest in or to the ownership or use of such Intellectual Property Rights any of the Match Content except under the terms of this Agreement and eLong LicenceCo further acknowledges that nothing contained in AHDB this Agreement shall give eLong LicenceCo any right, title or interest in or to the Match Content save as granted hereby. (b) eLong LicenceCo shall on request give to Match or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents authorised representative any information as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or its use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject of the claim; or 10.4.2. modify or replace the infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this ContractMatch Content which Match may reasonably require. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.111.1. Unless otherwise agreedNo right, all Intellectual Property Rights arising from title or interest is transferred to the supply Client by the Agreement in the names, trademarks, patents, pending patents, expertise, copyright and other intellectual property rights relating to the Modules. 11.2. Subject to the provisions of this clause 11, GEMALTO shall hold the Client harmless against the damages caused by infringement the Client is condemned to pay pursuant to a final decision of a tribunal, excluding any other costs. GEMALTO will assume responsibility for the damages defined above to the extent that such damages are the result of a condemnation relating solely to the Modules for direct infringement of a patent or copyright pursuant to the utilization of the Goods and Services Modules in the territory where they are delivered to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive property of AHDBClient. 10.211.3. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDBpresent clause is applicable on condition that: 11.3.1. The Supplier at Client promptly notifies GEMALTO in writing of the request and expense writ of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged in relation to the Contract is engaged on terms which do not entitle him to copyright summons or any other arising Intellectual Property Rightsclaim which may have preceded this summons; 10.3.211.3.2. ensure that it is The Client enables GEMALTO to assume by itself and remains entitled to transfer free from under its responsibility the defense of this action, the conclusion of a settlement, or any encumbrances any title and/or rights necessary to effect any vesting required by negotiation concerning this Contractclaim; 10.3.311.3.3. co-operate with The Client provides necessary information and assist AHDB in obtaining and/or enforcing any and all rights in assistance concerning the claim or action, provided that such Intellectual Propertyinformation or assistance may be reasonably required. 10.411.4. If a claim is made that the possession or use by AHDB The Client will inform GEMALTO as soon as possible of any Goods infringement of trademark, patent, copyright or Services supplied under this Contract infringes other intellectual property right concerning the Intellectual Property Rights Modules which the Client may become aware of a during the duration of the Agreement. 11.5. In the event that any Module is considered as infringing any intellectual property rights of third party, making its use illegal or in the Supplier's reasonable opinion such a claim is likely to be madeimpossible, the Supplier shall promptly and GEMALTO shall, at its own cost either: 10.4.1. obtain and its option, either procure for AHDB the Client the right to continue using the materials which were the subject use of the claim; or 10.4.2. modify Module, or replace or modify the same to become non-infringing part of the materials so as to avoid the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contractfunctionally equivalent. 10.511.6. If GEMALTO shall also have the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned option to grant the Client a credit for such infringing Module, equal to the price paid by or the Client to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereofGEMALTO. 10.611.7. All AHDBThe Client's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB rights with respect to the Supplier (including copyright therein) Modules shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall all times be subject to the copy, use, and disclosure restrictions contained in this Agreement. 11.8. GEMALTO shall not be liable to the Client under any provision of this clause if any patent or copyright infringement or claim thereof is based upon the use of the Modules in conjunction with Client’s products or other devices not delivered by GEMALTO, or in any manner for which the Modules were not designed or in case of Modules which have been modified or altered either by Client or at its request and/or by its Clients or by any third party without GEMALTO’s prior agreement approval or in case that infringement stems from any data or information or program loaded on the Modules or from any request of AHDB in WritingClient. 11.9. On equal terms as set out above, the Client shall hold GEMALTO harmless against actual or claimed damages caused by infringement arising from material or instructions (e.g. artwork designs and technical specifications) given to GEMALTO by the Client.

Intellectual Property Rights. 10.115.1 Supplier hereby grants to Sonova an irrevocable, exclusive, world-wide and royalty-free license to use Supplier’s Product in Sonova’s applications, to incorporate the Product, to sell it and to have it sold either through Affiliates or through third parties. Unless otherwise agreed, all Intellectual Property Rights arising from Supplier warrants that it has carefully reviewed the supply of the Goods and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression of any idea created by the Supplier (or its agents or employees) shall be the exclusive intellectual property of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged situation in relation to the Contract is engaged on terms which Products and made all necessary investigations and that the Products do not entitle him infringe upon any third party intellectual property rights, including but not limited to patent rights, copyrights and trademarks. 15.2 Supplier will protect, indemnify, defend and hold Sonova, its Affiliates, and their respective employees, agents, officers and directors (“Indemnified Parties”) harmless from and against all liability, losses, damages, cost or expenses (including attorney fees) which they may at any time suffer, incur or be required to pay by reason of any claim, action, suit or proceeding that may be brought for damages or injunctive relief based upon any actual or alleged violation or infringement of any patent, trademark, copyright or other intellectual property right by a Product sold by Supplier to Sonova. 15.3 Sonova shall provide Supplier with written notice of any other arising Intellectual Property Rights; 10.3.2claim which it believes falls within the scope of this Section 14.2 and shall provide to Supplier reasonable information and assistance in the defense thereof. ensure Supplier agrees at its own expense to defend against any such claims, actions, suits or proceedings, rightfully or wrongfully instituted with legal counsel reasonably acceptable to Sonova; provided however that it is and remains entitled Supplier shall not settle any claim, action, suit or proceeding which imposes upon Sonova any obligation, or in any way prejudices the rights of Sonova, without Sonova’s prior written consent. Supplier agrees to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing satisfy any and all rights judgments which may be rendered against the Indemnified Parties with respect thereto. Notwithstanding the foregoing, Sonova shall have the option to mandate attorneys, at the sole cost and expense of Supplier, to defend any claim, action, suit or proceeding in the event Supplier fails to assume such Intellectual Property.defense. NVE Corporation / Sonova AG Supply Agreement 10.4. If 15.4 In the event the Product or any portion thereof is subject of a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third partyinfringement, or in the Supplier's reasonable opinion such a claim is likely Sonova shall permit Supplier to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB (a) procure the right to continue using the materials which were Product; (b) replace or modify the subject Product to render it non-infringing without material change in the form, the fit and the function; (c) replace the Product with equally suitable non-infringing product; or (d) return of the Product in exchange for full credit. 15.5 Supplier shall not be liable and shall have no obligation to defend under this Section 14.2 to the extent any claim; or 10.4.2. modify , demand or replace cause of action is solely based upon the infringing part combination by Sonova of the materials so as to avoid the infringement Product with devices or alleged infringement but in such a way that equipment not sold by Supplier. Supplier shall inform Sonova if it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes is aware that any person alleges that any Intellectual Property Rights owned the combination of the Product with other devices or equipment as intended by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any Sonova may infringe upon third party in respect thereofintellectual property rights. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits of the purpose of this Contract or another written contract between the Parties. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.

Intellectual Property Rights. 10.1. Unless otherwise agreed44.1 The Parties agree that the IPR in all documents, all Intellectual Property Rights arising drawings, materials, computer software, reports, any other material or works or services (including the Services) prepared or developed by or performed by or on behalf of the Contractor in the performance of this Contract (including IPR in materials or works created by a Sub-Contractor) shall vest in the Contractor and or its Sub-Contractors, as the case may be, from the supply date of creation. Such IPR, other than IPR related to Service Management Tools, shall be known as Contractor IPR for the purposes of this Contract. Where IPR is jointly developed with the Authority it shall be jointly owned with the Authority. 44.1.1 In the event the Contractor or one of its Sub-Contractors develops any IPR (other than Service Management Tools) wholly or mainly for the performance of the Goods Services which the Contractor or its Sub- Contractor or the Authority considers is capable of commercial exploitation, then without prejudice to the continuing ownership of the IPR by the Contractor (or the Sub-Contractor, as the case may be) the Parties both agree that they shall, both acting reasonably, enter into discussions in good faith with the intent of mutually agreeing upon an equitable mechanism whereby the Authority will secure a reasonable and Services to AHDB together with any other information, knowledge, idea, design, material, or invention and any expression equitable financial share of the benefits of any idea created such exploitation reflecting the extent to which the development of the IPR was related to the Services in comparison to its development for other purpose(s), it being understood and agreed that the costs of exploitation shall likewise be shared in such proportions as the Contractor (or the Sub- Contractor, as the case may be) and the Authority may agree having regard to the sharing of benefits. 44.2 In respect of Contract IPR and Contractor IPR, the Contractor grants (in respect of his own IPR, whether Contract IPR or Contractor IPR) and procures the grant of (in respect of a Sub-Contractor’s IPR and/or a manufacturers’ IPR in TC Equipment and/or software) a non-exclusive, perpetual, irrevocable, royalty-free licence (including the right to sub-licence) to the Authority and the other Service Recipients (and in each case their agents and third parties): 44.2.1 to use the Contract IPR and Contractor IPR for the purposes of the Authority and the other Service Recipients and their agents receiving their rights under this Contract and/or being able to use, support, adapt and/or maintain the Installed TC Equipment (including any software) both during and after the term of this Contract as envisaged by this Contract (which includes being able to ensure the continuity of the Installed TC Equipment / traffic estate (as added to after the end of the Term of the Contract), including the requirement and right for them to use, maintain and adapt and connect to and interface with and audit and run diagnostics on and to the TC Equipment after the Term; 44.2.2 to use the Contract IPR and Contractor IPR for the purposes of understanding the Instructed Capital Works and Maintenance under this Contract; 44.2.3 to use the Contract IPR and Contractor IPR for the purposes of completing, operating, maintaining, repairing, modifying, altering, enhancing, re-configuring, correcting and/or replacing the TC Equipment Installed by the Supplier Contractor, Instructed Capital Works and Maintenance; 44.2.4 to use the Contract IPR and Contractor IPR for the purposes of extending, interfacing with, integrating with, connection into and adjusting the TC Equipment Installed by the Contractor, Instructed Capital Works and Maintenance and/or the works of others and connecting and and/or interfacing with the Authority’s and the Service Recipients’ infrastructure and systems and software in relation to this Contract or after the date of this Contract where it relates to Installed TC Equipment; 44.2.5 in the event of the Authority exercises its Step-In Rights and/or Suspension rights under this Contract, to use the Contract IPR and the Contractor IPR for the purposes of allowing a Third Party and/or the Authority and/or other Service Recipients to use the Contract IPR and Contractor IPR and Service Management Tools IPR for the purposes of the Authority and/or the other Service Recipients and, in each case, their agents exercising their rights under the relevant Step-In and/or Suspension clauses and only for such period as the Step-In or Suspension, as the case may be, subsists; and 44.2.6 to use, adapt, maintain and/or alter all Contract IPR and/or Contractor IPR which has been provided to or received by the Authority as part of the output of the Services and/or under this Contract in the Contractor’s performance of it, including: (a) all reports, drawings, technical diagrams, Proposals (but not including confidential pricing information of the Contractor), and/or other tangible materials produced for the purposes of the Contract; and/or (b) any and all Contractor IPR which has been used in making changes to and/or is embedded into or its agents otherwise relevant to the use of the Authority’s or employees) the Service Recipient’s IPR and/or to the TC Equipment and/or related software, provided that such use, adaptation, maintenance and/or alteration shall be for the exclusive property Authority’s normal administration of AHDB. 10.2. The Supplier shall fully disclose all such arising Intellectual Property Rights to AHDB and shall not use them for its own purposes or those of any third party nor disclose them without the prior written consent of AHDB. The Supplier at the request and expense of AHDB will take all measures which may be necessary to vest ownership of such Intellectual Property Rights in AHDB or its nominee and shall assist AHDB in establishing and protecting such Intellectual Property Rights, including if necessary doing all such acts and executing all such documents as AHDB reasonably deems necessary. To the extent permitted by applicable Laws, the Supplier shall waive or shall procure the waiver of moral rights in such Intellectual Property Rights. 10.3. The Supplier shall: 10.3.1. ensure that each person who is engaged duties in relation to the Contract is engaged on terms which do not entitle him to copyright or any other arising Intellectual Property Rights; 10.3.2. ensure that it is and remains entitled to transfer free from any encumbrances any title and/or rights necessary to effect any vesting required by this Contract; 10.3.3. co-operate with and assist AHDB in obtaining and/or enforcing any and all rights in such Intellectual Property. 10.4. If a claim is made that the possession or use by AHDB of any Goods or Services supplied under this Contract infringes the Intellectual Property Rights of a third party, or in the Supplier's reasonable opinion such a claim is likely to be made, the Supplier shall promptly and at its cost either: 10.4.1. obtain for AHDB the right to continue using the materials which were the subject provision of the claim; or 10.4.2. modify or replace the infringing part continuity of the materials so Installed TC Equipment / traffic estate (as such estate may be added to avoid after the infringement or alleged infringement but in such a way that it complies with the representations and warranties in this Contract. 10.5. If the Supplier becomes aware that any person alleges that any Intellectual Property Rights owned by or to be vested in AHDB are invalid or that use of such Intellectual Property Rights infringes any Intellectual Property Rights of another party then it shall as soon as reasonably practicable give AHDB particulars thereof in Writing and shall make no comment or admission to any third party in respect thereof. 10.6. All AHDB's Intellectual Property Rights and all materials, products, samples, documents and information provided by AHDB to the Supplier (including copyright therein) shall remain the property of AHDB. Their use by the Supplier shall be allowed only within the limits end of the purpose term of this Contract or another written contract between the PartiesContract) including outsourcing of capital works and maintenance after the Term. 10.7. This Contract shall not affect the ownership of any Intellectual Property Rights in existence before the Commencement Date. 10.7.1. For the avoidance of doubt, Condition 10.1 shall not apply in relation to pre- existing Intellectual Property Rights in software that has been modified at AHDB’s expense to enable the performance of this Contract. Any use of such modified software by the Supplier other than at the request of AHDB shall be subject to the prior agreement of AHDB in Writing.