4.1. Unless otherwise agreed in writing between the parties, the following ownership arrangements for Intellectual Property (as defined in clause 4.5 below) will apply:
4.1.1. all Intellectual Property of a party or its licensors that is not developed, commissioned or created under this agreement, but is used for the purposes of this agreement (Background IP) will continue to be owned by that party or its licensors;
4.1.2. all Intellectual Property in any modifications, adaptations and additions to Background IP that are developed, commissioned or created under or in connection with this agreement (Modifications) will be owned by the owner of the relevant Background IP; and
4.1.3. subject to clause 4.1.2, all new Intellectual Property that is developed, commissioned or created under or in connection with this agreement (New IP) will be owned by the Client on its creation.
4.2. In all cases where the Client does not own or is not otherwise licensed to use any Intellectual Property supplied to the Client under this agreement, or used by Arise for the purposes of providing the Services and the Products, Arise grants to the Client:
4.2.1. a royalty-free, perpetual, irrevocable, non-transferable and non-exclusive licence for the Client to use, copy, modify and develop such of Arise’s Intellectual Property as is incorporated in the Products or otherwise supplied by Arise to the Client under this agreement, for the internal business and operational purposes the Client; and
4.2.2. a perpetual and irrevocable right to sub-license any supplier of goods and/or services to the Client to use, copy, modify and develop that Intellectual Property, for the sole purpose of supplying those goods and/or services to the Client.
4.3. Nothing in this agreement limits Arise’s right to use any ideas, concepts, methodologies, processes and know-how that are used, developed or created in the course of providing the Services and/or Products, provided that such use does not:
4.3.1. breach any confidentiality obligation owed by Arise to the Client; or
4.3.2. infringe any of the Client’s Intellectual Property rights.
4.4. Arise will defend and indemnify the Client (and its officers, employees and agents) against any cost (including legal fees) or expense arising from any claim, suit, action or proceeding (Claim) that the Services, Products, documentation or any other materials supplied by the Arise under this agreement infringes a third party’s Intellectual Property rights. In relation to the indemnity in this clause;
4.4.1. the Client will notify Arise in writing as soon as reasonably practicable after becoming aware of such a Claim;
4.4.2. Arise will, at its own cost and expense, take over dealing with the Claim on the Client’s behalf (but Arise acknowledges and agrees that the Client may appoint its own advisers in respect of any such Claim); and
4.4.3. the Client will provide Arise with a reasonable level of assistance in relation to any Claim at Arise’s cost and expense.
4.5. For the purposes of this Agreement, Intellectual Property means patents, registered designs, petty patents, utility models, trade marks (including logos and get-up), domain names, copyright, circuit layouts, rights in computer software and databases, rights in inventions, confidential information, trade secrets and all other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.