Common use of Part 5 - Intellectual Property and data protection Clause in Contracts

Part 5 - Intellectual Property and data protection. 5.1 Ownership, title and adequacy of Intellectual Property (a) In respect of the Group Intellectual Property other than that which is the subject of the Licences-ln (the “Owned Intellectual Property”): (i) the relevant Group Company is the sole legal and beneficial owner of it; (ii) it is valid and enforceable and nothing has been done, omitted to be done or permitted whereby any of it has ceased or might cease to be valid and enforceable; (iii) insofar as it is registered or the subject of an application for a registration: (A) accurate particulars of it are set out in parts A, B, C, D and E of schedule 2, including accurate details of (as applicable) registered proprietor or applicant, application and registration numbers, application dates, priority dates, grant dates and renewal dates; (B) all relevant registrations and applications have been made by, or are in the name of, the relevant Group Company; (C) all application, publication, registration, renewal and other official fees relating to its administration have been duly paid by or on the due dates for payment; and (D) there are no facts known to any Group Company which would indicate or suggest that such applications or any of them may fail in any respect to be granted in full; (iv) accurate particulars of all Proprietary Software are set out in part F of schedule 2; and (v) accurate particulars of all other Owned Intellectual Property (including trade and business names, product and service names used by any Group Company) which is material, unregistered and not the subject of an application for registration are set out in part G of schedule 2. (b) The Group Intellectual Property comprises all the Intellectual Property which is necessary for each Group Company to carry on the business and deal with the assets of each Group Company in the manner and places it has been carried on up to the date of this agreement. (c) No Intellectual Property has been developed for any Group Company using any funding, personnel or student of any governmental authority or educational institute. (d) All Contributors involved in, and other persons who have provided services to any Group Company relating to, the creation or development of any Owned Intellectual Property have executed appropriate valid and enforceable agreements with any relevant Group Company by which all Intellectual Property in their work vests solely in the relevant Group Company or, in the case of Contributors who at all material times were and/or are employees of any Group Company, all their work in relation to the Group Intellectual Property has been carried out in the normal course of their employment duties and in the United Kingdom. (e) Each Group Company has complied with all national Applicable Laws and contractual agreements pertaining to the creation or development of Intellectual Property by Employees and there are no outstanding or potential Claims against any Group Company under any Applicable Law or contract providing for Employee compensation in respect of any Intellectual Property developed by Employees.