License to Client Contract Clause

Intellectual Property

1. All Intellectual Property Rights in the Deliverables (including in all reports, documentation, software and materials developed or prepared by the Provider) and any modifications or improvements to the Provider's Intellectual Property Rights made in the course of providing the Services will be owned by the Provider.

2. Subject to payment of the Fees, the Provider grants to the Client a perpetual, irrevocable, non-exclusive, royalty-free, transferable, worldwide licence (with the right to grant sub-licences) to use, reproduce, modify, adapt, develop, publish, distribute, and otherwise exploit the Deliverables for any purpose, including commercial exploitation.

3. The Provider warrants that it has the right and authority to grant the licence in clause 2 and that the use of the Deliverables by the Client and its sub-licensees shall not infringe the Intellectual Property Rights of any third party.

4. The Provider shall indemnify the Client against any losses, damages, costs or expenses incurred by the Client as a result of any claim that the Deliverables infringe the Intellectual Property Rights of any third party, provided that the Client:

   • promptly notifies the Provider of any infringement claim;
   • makes no admissions without the Provider's prior written consent; and
   • allows the Provider to conduct all negotiations and proceedings, subject to the Client's reasonable approval.