The SUBCONTRACTOR grants to the CONTRACTOR an irrevocable, perpetual, transferable (but pursuant only to Clause 30.3), non-exclusive, world-wide, royalty-free license to copy and use and to sub-license in favor of the COMPANY and/or the CONTRACTOR’s other subcontractors, any of the SUBCONTRACTOR’s Intellectual Property Rights solely for purposes connected with exercising its rights or performing its obligations for the Project or constructing, completing, reconstructing, operating, maintaining, repairing, adjusting, dismantling, re-assembling, modifying, extending the Project and/or the Subcontract Works.
The SUBCONTRACTOR covenants and undertakes that to the best of its knowledge and belief, neither the SUBCONTRACTOR’s Intellectual Property Rights nor their use in compliance with this Subcontract infringes or will infringe the rights of any third party and the SUBCONTRACTOR shall:
indemnify and hold harmless the CONTRACTOR against all costs, losses, claims, and liabilities suffered by the CONTRACTOR arising out of or in connection with any and all claims of infringement of any third party intellectual property rights, including any patent, registered design, unregistered design rights, copyright, database right, trade mark, trade name or other intellectual property rights of any third party by the exercise of the license granted to the CONTRACTOR under Clause 30.1 or by the failure to procure such license, but only to the extent such costs, losses and liabilities are assessed against the CONTRACTOR by final and conclusive judgment or decree or in settlement to which the SUBCONTRACTOR has agreed in advance, save to the extent that any such claim or liability arose as a result of (i) any use by the CONTRACTOR (or any successor, assignee, transferee or purchaser referred to in Clause 30.3) of the SUBCONTRACTOR’s Intellectual Property Rights otherwise than for the purpose set out in Clause 30.1; or (ii) any modification or alteration by the CONTRACTOR (or any successor, assignee, transferee or purchaser referred to in Clause 30.3) of any part of the Subcontract Works other than in accordance with the Subcontract; or (iii) use of the Subcontract Works in conjunction or combination with any documents, computer programmes or other software, or designs not provided or authorized by the SUBCONTRACTOR, or its sub-subcontractors; and
where the CONTRACTOR is required to provide cash security for costs in relation to any proceeding in the defense of such claim, provide the CONTRACTOR with a cash equivalent of or security for, as the case may be, an amount equal to the cash or security provided by the CONTRACTOR in defending such claim.
The CONTRACTOR shall be entitled to assign the benefit of the license granted under Clause 30.1 to any successor or (as permitted by Clause 25.3) assignee of any or all of its rights under the Subcontract or to any purchaser or transferee of the Subcontract Works (or any part of thereof), or the Project, or the COMPANY, but not otherwise, and any such assignee, successor, purchaser or the COMPANY or subsequent assignee, successor, or purchaser shall acquire such license subject to the same terms and restrictions as to assignment.