12.1 CLIENT CONTENT
The Client grants to Anita T (and its subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable license to use the Client Content to the extent reasonably required to perform any Services.
The Client:
(a) warrants that Anita T’s use of Client Content as contemplated by the Key Agreement Details will not infringe any third-party Intellectual Property Rights; and
(b) will indemnify Anita T from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
12.2 SECURITY
Anita T will use its best efforts to ensure that the Client Content is stored securely. However, Anita T does not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to the Client Content, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
12.3 ANITA T IP
(a) The Client will not acquire Intellectual Property Rights in any Anita T IP. Any Developed IP will be solely and exclusively owned by Anita T.
(b) During the Term, Anita T grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable license to use Anita T IP and any Developed IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services and/or Deliverables
(c) At the end of the Term, the Client’s license to Anita T IP and Developed IP will be revoked and the Client is not entitled to use Anita T IP or Developed IP in any way.
12.4 DEFINITIONS
For the purposes of this clause 9:
(a) “Client Content” means any documents or materials supplied by the Client to Anita T under or in connection with this agreement or the Key Agreement Details, including any Intellectual Property Rights attaching to those materials.
(b) “Developed IP” means any materials produced by Anita T in the course of providing Services or Deliverables including photographs, documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials.
(c) “Anita T IP” means all materials owned or licensed by Anita T that is not Developed IP and any Intellectual Property Rights attaching to those materials.
(d) “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trademarks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement.
