Under the key provision57 in relation to intellectual property in the WIDP Contract (Clause 87.1) the Contractor grants the Authority a perpetual, transferable licence in respect of the IPR arising or used under the Contract. No royalties are payable under this licence and it is non-exclusive. The licence comes into effect on termination or step-in by the Senior Lender (see Section 8.8.3) or during a step in by the Authority (see Section 4.5.7). This gives the Authority access to and the right to use or transfer the intellectual property needed to provide the Services.
The Authority is acknowledged as the proprietor of Project Data, Authority Project Intellectual Property and Trade Marks under the WIDP Contract (Clause 87.2). The Authority grants a non-exclusive, non-transferrable, royalty free licence to this IPR to the Contractor for the purposes of fulfilling its obligations under the Contract. This licence expires on expiry or termination if earlier.
The WIDP Contract (Clause 87.9) also requires the Contractor to indemnify the Authority against any costs the Authority may incur as a result of a claim that it has infringed a third party's IPR by using the IPR licensed to it by the Contractor. This indemnity is not capped.
The Contractor is obliged under the WIDP Contract (Clause 87.4) to provide copies of Contractor Materials (broadly computer software and data) to the Authority at any time at the Authority's request and in any event on termination or expiry of the Contract. The Contractor is entitled to claim reasonable copying fees from the Authority.
____________________________________________________________________________________
57 The WIDP Contract contains extensive provisions relating to IPR. They are not all mentioned in this section which only seeks to provide an overview of the key clauses. The provisions in Clause 87 of the WIDP Contract and the relevant definitions should be read for a complete understanding of the approach taken.