Provider Owns IP Contract Clause

Intellectual Property

1. Definitions:

   • "Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   • "Deliverables" means all documents, products and materials developed by the Service Provider or its agents, subcontractors, consultants and employees in relation to the Services in any form.

2. All Intellectual Property Rights in the Deliverables and in any materials created or developed by the Service Provider in connection with or arising from the performance of the Services, shall be owned by the Service Provider.

3. The Service Provider grants the Client a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable licence to copy the Deliverables for the purpose of receiving and using the Deliverables and the Services in its business.

4. The Service Provider shall keep the Client indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Client as a result of or in connection with any claim brought against the Client for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt or use of the Services or the Deliverables by the Client.