32.3  Licences and Assignments from the Contractor to the Authority

32.3.1  The Contractor hereby grants to the Authority (or shall procure the grant to the Authority of) a perpetual, transferable, non-exclusive, royalty free, irrevocable licence to use, amend, extend or modify [the Contractor IT Systems] for the purposes of maintaining, managing, providing, carrying out, replacing and operating the [Housing] IT Systems.  The Authority shall be permitted to grant sub-licences on the same terms, mutatis mutandis, as those of the licence granted by the Contractor to the Authority under this clause, and the licence granted under this clause shall be transferable to any third parties who assume responsibility for the operation or provision of the Works and/or the Services or any part thereof.  The Authority (and its permitted sub-licensees and transferees) shall only be entitled to exercise the rights granted in this clause 32.3.1 (Licences and Assignments from the Contractor to the Authority) in the event of the exercise of the Authority's right of step in pursuant to this Agreement (and then only for the duration of such Authority step in), on expiry or termination of this Agreement or as otherwise expressly permitted in this Agreement.

32.3.2  In the event of the exercise of the Authority's step in rights pursuant to this Agreement, or the expiry or termination of this Agreement, or as otherwise expressly permitted by this Agreement, the Contractor shall procure for the Authority a non-exclusive, perpetual, irrevocable, royalty free licence to use, amend, extend or modify any third party Intellectual Property for the purpose of maintaining, managing, providing, carrying out and operating the Works and/or the Services (the terms of such to be no less extensive that the licence of which the Contractor has benefit).  Such licence shall entitle the Authority to grant sub-licences on the same terms mutatis mutandis as those granted under this clause 32.3.2 (Licences and Assignments from the Contractor to the Authority), and the licence granted under this clause 32.3.2 (Licences and Assignments from the Contractor to the Authority) shall be transferable to any third parties who assume responsibility for the operation or provision of the Works and/or Services or any part thereof.

32.3.3  The Contractor hereby grants to the Authority a non-exclusive, non-transferable (subject to clause 32.3.6 (Licences and Assignments from the Contractor to the Authority), royalty-free licence to use the [Contractor IT Systems] during the Contract Period in accordance with and for the purposes detailed in the Output Specification including, without limitation, for the purposes of (i) accessing and interrogating the [Housing IT Systems] Data; and (ii) enabling Tenants to access and interrogate the [Housing IT Systems] Data; and (iii) monitoring, auditing and assessing the performance of the Services.

32.3.4  The Contractor hereby acknowledges and agrees that the [Housing IT Systems] Data and shall be and shall remain the exclusive property of the Authority both during and after the Contract Period.  The Contractor hereby assigns, and agrees to procure the assignment by all relevant sub-contractors of all right, title and interest in and to all such [Housing IT Systems] Data, together with all Intellectual Property Rights and other proprietary rights in and to the same, to the Authority with full title guarantee and free from all encumbrances, together with all rights arising from or associated therewith and the right to sue for any past, current or future infringements thereof to hold unto the Authority absolutely.

32.3.5  In the event of the exercise of the Authority's step in rights pursuant to this Agreement, or the expiry or termination of this Agreement or as otherwise expressly provided by this Agreement, the Contractor shall (without limiting the generality of its obligations contained in the [IT Handback Plan]) upon request:

(a)  procure for the Authority a non-exclusive licence to use the [Contractor] Systems on a then-current commercially available and supportable operating platform on terms no less favourable than those of which the Authority has the benefit, for the purposes of managing, storing and using the [Housing IT Systems] Data and providing the Services (or services similar to the Services); and

(b)  without prejudice to the Contractor's obligations under paragraph 32.3.5(a) (Licences and Assignments from the Contractor to the Authority) above or the Authority's rights and remedies in respect of a failure by the Contractor to meet such obligations, in the event that the Contractor is unable to procure a licence to use the [Housing IT] Systems pursuant to paragraph 32.3.5(a) (Licences and Assignments from the Contractor to the Authority) above, the Contractor shall upon request procure for the Authority's use (and/or use by any third party appointed by the Authority to provide Services or services similar to the Services on behalf of the Authority) one or more suitable replacement asset management systems, and shall migrate the [Housing IT Systems] Data from the [Housing IT Systems] to such replacement systems.  If the Contractor is unable to procure the use of any suitable replacement systems, it shall migrate the [Housing IT Systems] Data from the [Housing IT Systems] to one or more replacement asset management systems provided by the Authority (or by any third party providing the Services or services similar to the Services on behalf of the Authority). The costs of assisting the Authority in obtaining a suitable replacement asset management systems and migrating such [Housing IT Systems] Data to such systems pursuant to this paragraph 32.3.5(b) (Licences and Assignments from the Contractor to the Authority)  shall be borne by the Contractor.

32.3.6  The licences and rights granted to the Authority under this clause 32.3 (Licences and Assignments from the Contractor to the Authority) shall be transferable to any third parties who assume responsibility for the operation or provision of the Works and/or the Services or any part thereof pursuant to the exercise of the Authority's right of step in under this Agreement or the expiry or termination of the Agreement or as otherwise expressly permitted in this Agreement.