(a) The Proponent grants (or must procure the grant) to the State a perpetual, irrevocable, non-exclusive, worldwide, royalty free licence (with a right to sublicense) to exercise all Intellectual Property Rights in the Proponent Information (to the extent those Intellectual Property Rights were or are developed or made available in connection with, or subsist in aspects of the Proponent Information relating to, or otherwise arise in connection with, the Augmentation), with effect from the date of this deed, for any purposes of or in connection with:
(i) reviewing, assessing and deciding whether to proceed with the Augmentation Proposal or the Augmentation (or any modified version of it which is being pursued by the Proponent);
(ii) to the extent those Intellectual Property Rights are Background IP (other than Excluded IP) subsisting in subject matter forming part of the Augmentation Proposal or the Augmentation, using, dealing with, maintaining, remedying defects or omissions in, modifying and developing the subject matter in which that Background IP subsists; and
(iii) in respect of all other such Intellectual Property Rights (other than Excluded IP):
A. the procurement, funding, financing, design, supply, construction, installation, production, commissioning, completion, operation, maintenance, repair and alteration of the Augmentation (or any part of the Augmentation), or any other augmentation in Victoria or reviewing, assessing and deciding whether to proceed with the Augmentation Proposal or the Augmentation (or any modified version of it which is being pursued by the Proponent);
B. the procurement, funding, financing, design, supply, construction, installation, production, commissioning, completion, operation, maintenance, repair and alteration of any thing (including infrastructure, equipment, computer hardware, computer software and computer or telecommunications systems) which interfaces or interoperates with, or which is (in whole or in part) located under, on, above or adjacent to any infrastructure implemented in connection with the Augmentation (or any modified version of it which is being pursued by the Proponent); or
C. any other project, infrastructure, augmentation, initiative or thing undertaken by or on behalf of the State within Victoria.
(b) The Proponent warrants to the State that:
(i) no rights (including Intellectual Property Rights) of any person will be infringed or breached by:
A. the use of the Proponent Information; or
B. the use or exercise of any Intellectual Property Rights licensed to the State by the Proponent pursuant to this deed,
by the State, its Associates or any or any person nominated or authorised by the State, in accordance with this deed; and
(ii) it owns, or has the authority to grant the rights granted in accordance with this deed in connection with the Intellectual Property Rights licensed under this deed and neither:
A. the exercise of those rights by the State, its Associates or any person nominated or authorised by the State; nor
B. the possession or use of any materials in which those rights subsist in connection with this deed,
in accordance with this deed will give rise to any Liability on the part of the State, its Associates or any person nominated or authorised by the State, including to pay any compensation (including any royalty) to any person, or will give rise to a right entitling any person to make a Claim against the State, its Associates or any person nominated or authorised by the State for any attribution or acknowledgment or rectification in relation to the Intellectual Property Rights or any materials in which they subsist.
(c) The Proponent indemnifies the State, its Associates and any person nominated or authorised by the State (Indemnified Persons) against any Claim or Liability brought against, suffered or incurred by the Indemnified Persons arising in connection with:
(i) any infringement, violation, alleged infringement or alleged violation by the Proponent or its Associates or any Indemnified Person of any rights (including Intellectual Property Rights) of any person; or
(ii) any breach of the warranties set out in clause 12.5(b).