Common use of Third Party IPR Clause in Contracts

Third Party IPR. The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Contracting Authority on terms at least equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.2 (Contracting Authority right to assign/novate licences). If the Supplier cannot obtain for the Contracting Authority a licence materially in accordance with the licence terms set out in Clause (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.2 (Contracting Authority right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Contracting Authority in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Contracting Authority Approves the terms of the licence from the relevant third party. The Contracting Authority hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Contracting Authority Background IPR and the Contracting Authority Data solely to the extent necessary for providing the Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.

Third Party IPR. 34.6.1 The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Contracting Authority Customer on terms at least equivalent to those set out in Clause 33.3 34.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.2 34.5.1 (Contracting Authority Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Contracting Authority Customer a licence materially in accordance with the licence terms set out in Clause 34.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.2 34.5.1 (Contracting Authority Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: : (a) notify the Contracting Authority Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and and (b) only use such Third Party IPR if the Contracting Authority Customer Approves the terms of the licence from the relevant third party. The Contracting Authority hereby grants to . 34.6.2 Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a royalty-freelicence, non-exclusivethen the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. 34.6.3 Without prejudice to any other right or remedy of the Customer, non-transferable if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence during the Call Off Contract Period to use the Contracting Authority Background IPR and the Contracting Authority Data solely to the extent necessary for providing the Services in accordance with this Call Off ContractClause 34.2.3 subsist in the Project Specific IPR Items, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with then the Supplier on must notify the same terms as set out in Clause (Confidentiality); Customer within 10 days of what those rights are and which parts of the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the CustomerProject Specific IPR Items they are found in.

Third Party IPR. The Supplier shall procure that the owners or the authorised licensors of any Third Party IPR grant a direct licence to the Contracting Authority Customer on terms at least equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) and Clause 33.5.2 33.5.1 (Contracting Authority Customer’s right to assign/novate licences). If the Supplier cannot obtain for the Contracting Authority Customer a licence materially in accordance with the licence terms set out in Clause 33.3 (Licences granted by the Supplier: Supplier Background IPR) and Clause 33.5.2 33.5.1 (Contracting Authority Customer’s right to assign/novate licences) in respect of any such Third Party IPR, the Supplier shall: notify the Contracting Authority Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and only use such Third Party IPR if the Contracting Authority Customer Approves the terms of the licence from the relevant third party. Should the Supplier become aware at any time, including after termination, that the Project Specific IPRs contain any Intellectual Property Rights for which the Customer does not have a licence, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPRs they are found in. Without prejudice to any other right or remedy of the Customer, if the Supplier becomes aware at any time, including after termination, that any Intellectual Property Rights for which the Customer does not have a licence in accordance with Clause 33.2.3 subsist in the Project Specific IPR Items, then the Supplier must notify the Customer within 10 days of what those rights are and which parts of the Project Specific IPR Items they are found in. The Contracting Authority Customer hereby grants to the Supplier a royalty-free, non-exclusive, non-transferable licence during the Call Off Contract Period to use the Contracting Authority Customer Background IPR IPR, the Project Specific IPRs and the Contracting Authority Customer Data solely to the extent necessary for providing the Services in accordance with this Call Off Contract, including (but not limited to) the right to grant sub-licences to Sub-Contractors provided that: any relevant Sub-Contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 34.3 (Confidentiality); and the Supplier shall not without Approval use the licensed materials for any other purpose or for the benefit of any person other than the Customer.