2.4  Licensed Intellectual Property

(a)  (Grant of licence): Subject to section 2.4(c), Project Co grants to the State and any entity nominated by the State a worldwide, permanent, perpetual, irrevocable, transferable, royalty-free, non-exclusive licence to exercise the Licensed Intellectual Property for the following purposes:

(i)  to enable the State to receive the benefit of the Project Assets and the Project Co Materials;

(ii)  to carry out the Project or the Project Activities, including for any person other than Project Co to carry out the Project or Project Activities in accordance with the terms of any State Project Document;

(iii)  to carry out the Functions/Operations;  [Note:  Delete as applicable to LIPD and SIPD.]

(iv)  to operate, maintain or modify the Project Assets;

(v)  to disclose the Licensed Intellectual Property on a confidential basis to third parties for the purposes of a tender process for the procurement of the integration of the Project Assets with any Augmentation;

(vi)  to integrate the Project Assets with any Augmentation or any other project that interfaces with the Project Assets or any Augmentation (including any Interface Works); or

(vii)  any other project relating to the Project Assets, including any Modification or any other project that interfaces with the Project Assets

(b)  (Licence terms and conditions): The licence granted in section 2.4:

(i)  arises in respect of each component of the Licensed Intellectual Property upon the later of the date of this Deed or the creation of the relevant component of the Licensed Intellectual Property;

(ii)  may be sub-licensed (free of charge); and

(iii)  will survive expiry of this Deed or termination of this Deed on any basis.

(c)  [(Escrow Material): Escrow Material will only be Licensed Intellectual Property upon its release to the State in accordance with section 2.6(c).[Note: To be included if Escrow Material is contemplated.]