35.  LICENCES GRANTED BY THE CONTRACTOR

35.1  The Contractor hereby grants, or shall procure the direct grant, to the Authority of a perpetual, royalty free, irrevocable and non‑exclusive licence of the Specially Written Software and Project Specific IPRs (including any Contractor's Background IPRs or IPRs owned by a third party that are embedded in or which are an integral part of the Specially Written Software or Project Specific IPRs), and shall allow the Authority to Use the Specially Written Software and Project Specific IPRs for any purpose relating to the exercise of the business or function of the Authority provided in each case that such rights shall not extend to the commercial exploitation of the Specially Written Software or Project Specific IPRs.  This licence shall, during its term, include the right to sub-licence to a third party (including, for the avoidance of doubt, any Replacement Contractor or other third party invited by the Authority to participate in a tendering process for the award of a contract to deliver Replacement Services) provided that:

35.1.1  the sub-licence only authorises the third party to Use the licensed materials for the benefit of the Authority for any purpose relating to the receipt of the Services or Replacement Services (or a tender process for Replacement Services) or that is incidental to the exercise of the rights granted to the Authority under this Agreement; and

35.1.2  the third party has entered into a confidentiality undertaking with the Authority.

35.2  Subject to Clause 35.3 the Contractor hereby grants, or shall procure the direct grant to the Authority of a royalty-free, irrevocable, non-exclusive licence for the duration of the Term and the Termination Assistance Period of the Contractor Software, Third Party Software, Contractor Know-How and Contractor's Background IPR (as relevant) and, except to the extent that alternative licence terms in respect of such Third Party Software are agreed by the Authority pursuant to Clause 35.3, shall allow the Authority to Use the Contractor Software, Third Party Software, Contractor Know-How and Contractor's Background IPR (as relevant) for any purpose relating to the receipt of the Services or that is incidental to the exercise of the rights granted to the Authority under this Agreement.  This licence shall, during its term, include the right to sub-licence to a third party (including, for the avoidance of doubt, any Replacement Contractor or other third party invited by the Authority to participate in a tendering process for the award of a contract to deliver Replacement Services) provided that:

35.2.1  the sub-licence only authorises the third party to Use the licensed materials for the benefit of the Authority for any purpose relating to the receipt of the Services or Replacement Services (or a tender process for Replacement Services) or that is incidental to the exercise of the rights granted to the Authority under this Agreement; and

35.2.2  the third party has entered into a confidentiality undertaking with the Authority.

35.3  If the Contractor cannot obtain for the Authority a licence of the Third Party Software materially in accordance with Clause 35.2, the Contractor will consult with the Authority on whether the rights that can be obtained are nevertheless acceptable to the Authority or whether the Contractor should seek to use an alternative provider of software.

35.4  The Contractor shall, if requested by the Authority in accordance with Schedule D.4 (Exit Management), grant or (in the case of Third Party Software) use reasonable endeavours to procure the direct grant to the Authority or a Replacement Contractor of a non-exclusive, irrevocable license to Use any Contractor Software, Third Party Software, Contractor Know-How and/or Contractor's Background IPR after the Termination Assistance Period for such period of time as requested by the Authority, subject to the relevant licensor's standard commercial terms and licence fees, provided that any fees due for any such extended licence shall be separately agreed on terms not to exceed those generally offered by such licensor to its customers at that time.

35.5  The Contractor hereby grants to the Authority a non-exclusive licence to copy the Documentation for any purpose connected with the receipt of the Services or that is incidental to the exercise of the rights granted to the Authority under this Agreement.