Common use of Rights of Use and Intellectual Property Rights Clause in Contracts

Rights of Use and Intellectual Property Rights. 11.1 NETCARE shall procure, operate and maintain any software, licenses and rights needed by NETCARE for the provision of the Services. 11.2 As a matter of principle, NETCARE shall procure and acquire licenses and rights in connection with the Services in its own name and sublicense such licenses or grant to FME the rights of use for software or other deliverables to the extent required by FME in connection with, or as a result of, the relevant Service Agreement for the use of the Services under the Set of Contracts in accordance with the provisions defined in this Section 11, unless otherwise agreed in a Service Agreement. 11.3 Any rights granted by NETCARE to FME under this Agreement shall not entitle FME, without NETCARE’s prior consent, to modify, decompile, translate, decrypt, decompose, or copy the deliverable, unless otherwise expressly agreed herein or in a Service Agreement. 11.4 With respect to third party standard software or NETCARE’s own software, not specifically and exclusively developed for FME, which is used by NETCARE to provide the Services (“Standard Software”), NETCARE shall grant FME the non-exclusive, non-transferable right to use without limitation in time, scope or place subject to the terms of this General Agreement and the relevant Service Agreement, in particular limited to the purpose described in the relevant Service Agreement. The scope of the right of use of FME shall be in accordance with the license and right of use granted by the third party licensor to NETCARE. NETCARE shall ensure that it will obtain all required rights and licenses to sub-license or transfer the license to FME for the required purposes. 11.5 To the extent that any rights derive from software or other deliverables expressly developed for and on behalf of FME by NETCARE, including new developments of interfaces, platforms, changes, etc., provided that NETCARE has not used any proprietary software of NETCARE or any third party, any intellectual property rights shall vest in FME and FME shall be the owner of any intellectual property rights in connection with such deliverable. FME grants to NETCARE the non-exclusive, transferable right to use, to copy, to revise and to decompile the deliverables without limitation in time, scope or place subject to the terms of the Set of Contracts. The right to use is limited to the purposes described in the Service Agreement applicable to the relevant deliverable. The right to copy, revise and decompile the deliverable shall be limited, however, to the maintenance or reinstatement of the agreed functionality of the deliverable. 11.6 As far as NETCARE develops any deliverable only partly for and on behalf of FME or FME only partly reimburses the costs associated with a deliverable, NETCARE and FME shall be co-owners of such deliverable in the proportion of the relevant contribution to the development of the deliverable. FME shall have the non-exclusive, transferable right to use the deliverable for the purpose of this General Agreement. NETCARE shall have the non-exclusive, transferable right to use, to copy, to revise and to decompile the deliverables without limitation in time, scope or place subject to the terms of the Set of Contracts. The right to use is limited to the purposes described in the Service Agreement applicable to the relevant deliverable. The right to copy, revise and decompile the deliverable shall be limited, however, to the maintenance or reinstatement of the agreed functionality of the deliverable. NETCARE shall have the right to sublicense such rights to affiliated companies and to provide maintenance, update and upgrade services with respect to the deliverables to such affiliated companies as agreed between the Parties in a Service Agreement. 11.7 In case of developments, updates, upgrades and changes to Standard Software or NETCARE’s proprietary software, provided that such updates and upgrades are not available on the market, including customizing and adjustments to general structures, systems, configurations, scripts and other customizing, NETCARE shall grant FME the non-exclusive, transferable right for the term of this General Agreement to use the developments in connection with the basis software without additional charges. 11.8 Own developments of NETCARE shall be solely in the property of NETCARE. Any rights of use of FME shall be granted in accordance with Section 11.4. 11.9 As far as FME has acquired licenses or rights in connection with a Service from a third party, that are required for the use of the Services, or FME is obliged in connection with a Service to provide standard software or other individual software developed for FME, FME shall grant to NETCARE the non-exclusive, non-transferable right to use the software or deliverables for the purposes and as far as necessary for the provision of the Services to FME under the Set of Contracts. As far as necessary for the provision of the Services FME shall also grant NETCARE the right to copy, revise and decompile the software, whereas such right shall be limited to the maintenance or reinstatement of the agreed functionality of the software. The Parties shall agree on the specific rights in the relevant Service Agreement. The scope of the right of use of NETCARE shall be in accordance with the license and right of use granted by the third party licensor to FME. FME shall be obliged to ensure that any relevant license permits NETCARE’s use of any licensed rights granted hereunder to NETCARE for the required purpose and FME shall inform NETCARE of any license terms applicable. NETCARE shall be obliged to comply with the license terms of the third party licensor and not use or revise the software in violation of such license. In particular, NETCARE shall notify FME of any violations of such license agreement and terms defined therein.

Rights of Use and Intellectual Property Rights. 11.1 NETCARE shall procure, operate and maintain any software, licenses and rights needed by NETCARE for the provision of the Services. 11.2 As a matter of principle, NETCARE shall procure and acquire licenses and rights in connection with the Services in its own name and sublicense such licenses or grant to FME the rights of use for software or other deliverables to the extent required by FME in connection with, or as a result of, the relevant Service Agreement for the use of the Services under the Set of Contracts in accordance with the provisions defined in this Section 11, unless otherwise agreed in a Service Agreement. 11.3 Any rights granted by NETCARE to FME under this Agreement shall not entitle FME, without NETCARE’s prior consent, to modify, decompile, translate, decrypt, decompose, or copy the deliverable, unless otherwise expressly agreed herein or in a Service Agreement. 11.4 With respect to third party standard software or NETCARE’s own software, not specifically and exclusively developed for FME, which is used by NETCARE to provide the Services (“Standard Software”), NETCARE shall grant FME the non-exclusive, non-transferable nontransferable right to use without limitation in time, scope or place subject to the terms of this General Agreement and the relevant Service Agreement, in particular limited to the purpose described in the relevant Service Agreement. The scope of the right of use of FME shall be in accordance with the license and right of use granted by the third party licensor to NETCARE. NETCARE shall ensure that it will obtain all required rights and licenses to sub-license or transfer the license to FME for the required purposes. 11.5 To the extent that any rights derive from software or other deliverables expressly developed for and on behalf of FME by NETCARE, including new developments of interfaces, platforms, changes, etc., provided that NETCARE has not used any proprietary software of NETCARE or any third party, any intellectual property rights shall vest in FME and FME shall be the owner of any intellectual property rights in connection with such deliverable. FME grants to NETCARE the non-exclusive, transferable right to use, to copy, to revise and to decompile the deliverables without limitation in time, scope or place subject to the terms of the Set of Contracts. The right to use is limited to the purposes described in the Service Agreement applicable to the relevant deliverable. The right to copy, revise and decompile the deliverable shall be limited, however, to the maintenance or reinstatement of the agreed functionality of the deliverable. 11.6 As far as NETCARE develops any deliverable only partly for and on behalf of FME or FME only partly reimburses the costs associated with a deliverable, NETCARE and FME shall be co-owners of such deliverable in the proportion of the relevant contribution to the development of the deliverable. FME shall have the non-exclusive, transferable right to use the deliverable for the purpose of this General Agreement. NETCARE shall have the non-exclusive, transferable right to use, to copy, to revise and to decompile the deliverables without limitation in time, scope or place subject to the terms of the Set of Contracts. The right to use is limited to the purposes described in the Service Agreement applicable to the relevant deliverable. The right to copy, revise and decompile the deliverable shall be limited, however, to the maintenance or reinstatement of the agreed functionality of the deliverable. NETCARE shall have the right to sublicense such rights to affiliated companies and to provide maintenance, update and upgrade services with respect to the deliverables to such affiliated companies as agreed between the Parties in a Service Agreement. 11.7 In case of developments, updates, upgrades and changes to Standard Software or NETCARE’s proprietary software, provided that such updates and upgrades are not available on the market, including customizing and adjustments to general structures, systems, configurations, scripts and other customizing, NETCARE shall grant FME the non-exclusive, transferable right for the term of this General Agreement to use the developments in connection with the basis software without additional charges. 11.8 Own developments of NETCARE shall be solely in the property of NETCARE. Any rights of use of FME shall be granted in accordance with Section 11.4. 11.9 As far as FME has acquired licenses or rights in connection with a Service from a third party, that are required for the use of the Services, or FME is obliged in connection with a Service to provide standard software or other individual software developed for FME, FME shall grant to NETCARE the non-exclusive, non-transferable right to use the software or deliverables for the purposes and as far as necessary for the provision of the Services to FME under the Set of Contracts. As far as necessary for the provision of the Services FME shall also grant NETCARE the right to copy, revise and decompile the software, whereas such right shall be limited to the maintenance or reinstatement of the agreed functionality of the software. The Parties shall agree on the specific rights in the relevant Service Agreement. The scope of the right of use of NETCARE shall be in accordance with the license and right of use granted by the third party licensor to FME. FME shall be obliged to ensure that any relevant license permits NETCARE’s use of any licensed rights granted hereunder to NETCARE for the required purpose and FME shall inform NETCARE of any license terms applicableapplicalble. NETCARE shall be obliged to comply with the license terms of the third party licensor and not use or revise the software in violation of such license. In particular, NETCARE shall notify FME of any violations of such license agreement and terms defined therein.

Rights of Use and Intellectual Property Rights. 11.1 NETCARE 14.1 If any of the obligations set forth in this Clause 14 (Rights of Use and Intellectual Property Rights) of this Master Schedule 4 (FDT IT Services) require a Third Party Consent, Clause 5 (Third Party Suppliers) of the Master TSA shall apply. 14.2 FDT shall procure, operate and maintain any software, licenses and rights needed by NETCARE FDT for the provision of the Services. 11.2 14.3 As a matter of principle, NETCARE FDT shall procure and acquire licenses and rights in connection with the Services in its own name and sublicense such licenses or grant to FME the rights of use for software or other deliverables to the extent required by FME in connection with, or as a result of, the relevant Service Agreement Individual TSA for the use of the Services under the Set of Contracts Individual TSA in accordance with the provisions defined in this Section 11Clause 14 (Rights of Use and Intellectual Property Rights) of this Master Schedule 4 (FDT IT Services), unless otherwise agreed in a Service Agreementan Individual TSA. 11.3 14.4 Any rights granted by NETCARE FDT to FME under this Agreement shall not entitle FME, without NETCAREFDT’s prior consent, to modify, decompile, translate, decrypt, decompose, or copy the deliverable, unless otherwise expressly agreed herein or in a Service Agreementherein. 11.4 14.5 With respect to third party standard software or NETCAREFDT’s own software, not specifically and exclusively developed for FME, which is used by NETCARE FDT to provide the Services (“Standard ​ A50902547/20.0/30 Nov 2023 ​ Software”), NETCARE FDT shall grant FME the non-exclusive, non-transferable right to use during the Service Term, without limitation in time, to scope or place subject to the terms of this General Agreement and the relevant Service Agreement, in particular limited to the purpose described in the relevant Service AgreementIndividual TSA. The scope of the right of use of FME shall be in accordance with the license and right of use granted by the third party licensor to NETCAREFDT. NETCARE FDT shall ensure that it will obtain all required rights and licenses to sub-license or transfer the license to FME for the required purposes, and shall notify the license terms to FME in case FME needs to comply with any obligations or limitations to the scope of the right (for clarity: if such terms already have been provided to FME such that they can be provided to the relevant FME personnel without infringing confidentiality obligations, such terms do not need to be notified otherwise). 11.5 14.6 To the extent that any rights derive from software or other deliverables expressly developed for and on behalf of FME by NETCAREFDT, including new developments of interfaces, platforms, changes, etc., provided that NETCARE FDT has not used any proprietary software of NETCARE FDT or any third party, any intellectual property rights shall vest in FME and FME shall be the owner of any intellectual property rights in connection with such deliverable. FME grants to NETCARE FDT the non-exclusive, transferable right to use, to copy, to revise and to decompile the deliverables without limitation in time, scope or place subject to the terms of the Set of ContractsIndividual TSA. The right to use is limited to the purposes described in the Service Agreement Individual TSA applicable to the relevant deliverable. The right to copy, revise and decompile the deliverable shall be limited, however, to the maintenance or reinstatement of the agreed functionality of the deliverable. 11.6 14.7 As far as NETCARE FDT develops any deliverable only partly for and on behalf of FME or FME only partly reimburses the costs associated with a deliverable, NETCARE FDT and FME shall be co-owners of such deliverable in the proportion of the relevant contribution to the development of the deliverable. FME shall have the non-exclusive, transferable right to use the deliverable for the purpose of this General Agreementan Individual TSA. NETCARE FDT shall have the non-exclusive, transferable right to use, to copy, to revise and to decompile the deliverables without limitation in time, scope or place subject to the terms of the Set of ContractsIndividual TSA. The right to use is limited to the purposes described in the Service Agreement Individual TSA applicable to the relevant deliverable. The right to copy, revise and decompile the deliverable shall be limited, however, to the maintenance or reinstatement of the agreed functionality of the deliverable. NETCARE FDT shall have the right to sublicense such rights to affiliated companies and to provide maintenance, update and upgrade services with respect to the deliverables to such affiliated companies as agreed between the Parties in a Service Agreementan Individual TSA. 11.7 14.8 In case of developments, updates, upgrades and changes to Standard Software or NETCAREFDT’s proprietary software, provided that such updates and upgrades are not available on the market, including customizing and adjustments to general structures, systems, configurations, scripts and other customizing, NETCARE FDT shall grant FME the non-exclusive, transferable right for the term of this General Agreement the relevant Individual TSA to use the developments in connection with the basis software without additional charges. 11.8 14.9 Own developments of NETCARE FDT shall be solely in the property of NETCAREFDT. Any rights of use of FME shall be granted in accordance with Section 11.4Clause 14.5 (Rights of Use and Intellectual Property Rights) of this Master Schedule 4 (FDT IT Services). 11.9 14.10 As far as FME has acquired licenses or rights in connection with a Service from a third party, that are required for the use of the Services, or FME is obliged in connection with a Service to provide standard software or other individual software developed for FME, FME shall use all reasonable endeavours to grant to NETCARE FDT the non-exclusive, non-transferable right to use the software or deliverables for the purposes and as far as necessary for the provision of the Services to FME under the Set of ContractsIndividual TSA. As far as necessary for the provision of the ​ A50902547/20.0/30 Nov 2023 ​ Services FME shall also use all reasonable endeavours to grant NETCARE FDT the right to copy, revise and decompile the software, whereas such right shall be limited to the maintenance or reinstatement of the agreed functionality of the software. The Parties shall agree on the specific rights in the relevant Service AgreementIndividual TSA. The scope of the right of use of NETCARE FDT shall be in accordance with the license and right of use granted by the third party licensor to FME. FME shall be obliged to use all reasonable endeavours to ensure that any relevant license permits NETCAREFDT’s use of any licensed rights granted hereunder to NETCARE FDT for the required purpose and FME shall inform NETCARE FDT of any license terms applicable. NETCARE FDT shall be obliged to comply with the license terms of the third party licensor and not use or revise the software in violation of such license. In particular, NETCARE FDT shall notify FME of any violations of such license agreement and terms defined therein.