Ministerio de Gestión de Desastres y Derechos Humanos

50.1 Any Intellectual Property supplied by or on behalf of the Service Provider under a Service Contract shall be dealt with in the following manner:

50.1.1 To the extent such Intellectual Property is to belong to a party identified in the Service Contract as ‘the client’ (or the like), it shall belong (as between the

Partners) to whichever of the Partners is identified in the Service Contract as ‘the client’ (or the like).

50.1.2 If the Intellectual Property is to belong to a Partner referred to in paragraph 50.1.1, that Partner shall grant the other Partner a Licence to use that intellectual property on the terms described in clause 50.2 except to the extent otherwise varied in the relevant Partnership Schedule or by agreement of the Partners in writing:

50.2 The terms of any licence granted by the relevant Partner (‘Licensor’) to the other Partner (‘Licensee’) in relation to relevant Intellectual Property (‘Licensed Intellectual Property’) for the purposes of clause 50.1.2 shall be as follows (except to the extent otherwise indicated in the relevant Partnership Schedule or to the extent otherwise agreed by the Partners in writing):

50.2.1 Modifications, adaptations or the like to the Licensed Intellectual Property shall belong to the Licensor regardless of whether created by or on behalf of the Licensor or the Licensee. Such modifications, adaptations or the like shall also be considered ‘Licenced Intellectual Property’ for the purposes of this licence. 50.2.2 The Licensee may be permitted to use the Licensed Intellectual Property only

for any of the following purposes to the extent lawful:- 50.2.2.1 For its own internal purposes.

50.2.2.2 To provide services to members of the public which are within the scope of its respective Functions

50.2.3 A Licensee is not permitted to use the Licensed Intellectual Property for any of the following purposes:-

50.2.3.1 Any purpose beyond that indicated in sub-paragraph 50.2.2. 50.2.3.2 For any purpose that puts the Licensor in breach of the Service

Contract or otherwise causes it to infringe the intellectual property rights of any third party (even if otherwise within the description in sub-paragraph 50.2.2.

50.2.4 Any use of the Licensed Intellectual Property by the Licensee shall be restricted to the geographical area served by the Licensee from time to time.

50.2.5 No royalty shall be payable by the Licensee to the Licensor in relation to the royalty.

50.2.6 The licence shall be granted on a non-exclusive basis. 50.2.7 Subject to clause 50.2.8, this licence shall continue forever.

50.2.8 The Partners recognise that the licensed over certain kinds of Intellectual Property cannot continue after the termination of a relevant Partnership Arrangement (i.e. where it is not possible for both the Licensor and the Licensee to continue using that Intellectual Property – for example, a website domain name, a mobile telephone ‘app’ etc.). in these circumstances, the following shall apply to the licence granted by the Licensor to the Licensee in relation to the affected Licensed Intellectual Property:-

50.2.8.1 That licence shall immediately terminate in relation to that Licensed Intellectual Property on termination of the relevant Partnership Arrangement.

50.2.8.2 The Licensor shall compensate the Licensee for its reasonable costs in obtaining a reasonable replacement to the Licensed Intellectual Property.

50.2.8.3 The Licensor’s obligation to make the above compensation shall not apply if the Licensee has failed (more than 12 months after the termination of this Partnership Arrangement) to give the Licensor notice of the Licensee’s intention to obtain a reasonable replacement (such notice to contain sufficient detail of the proposed replacement, and the Licensee’s reasonable costs).

50.2.9 The Licensee may assign or sub-licence its licence in relation to any particular Licensed Intellectual Property but only with the prior written consent of the Licensor, such consent not to be unreasonably withheld (on the understanding that such consent shall not in itself relief the Licensee of its obligations under the licence).

50.2.10 The Licensor excludes all warranties and representations otherwise implied by Law in relation to the Licensed Intellectual Licensed Property to the fullest extent permitted by law.

Contract (e.g. any arising Intellectual Property, any background Intellectual Property of the Service Provider and/or its third party licensors), the following shall apply:

50.3.1 That Partner shall grant a sub-licence (on comparable terms) to the other Partner promptly on the other Partner’s written request; and

50.3.2 The Partner granting the sub-licence shall be responsible for obtaining all necessary consents (e.g. from the owner of the relevant Intellectual Property) in relation to that sub-licence; and

50.3.3 The cost of granting the sub-licence and obtaining necessary consents shall be borne out of the Pooled Fund (if there is one) or otherwise by the Licensor. 50.4 Any variations to the terms of this clause 50 (where permitted by law) shall be set out in

the relevant Partnership Schedule 51 MISCELLANEOUS PROPERTY

The following shall apply to the acquisition or creation of the Miscellaneous Property in existence from time to time unless the Partners otherwise agree in a Partnership Schedule or separately in writing:-

51.1 any Partner which holds any interest in any Miscellaneous Property shall do so as Trustee on its own behalf and on behalf of the other Partner. It shall do so in the same proportions as the Partners have made contributions to the relevant Pooled Fund or (if there is no Pooled Fund in relation to the Miscellaneous Property) those proportions in which they have otherwise contributed to the acquisition or creation of the Miscellaneous Property.

51.2 A Partner must not dispose of its interest in any Miscellaneous Property unless authorised under this Deed, a relevant Partnership Schedule or by the other Partner in writing.

51.3 In the event of a Partnership Arrangement ending for whatever reason Miscellaneous Property shall be dealt with as follows:-

51.3.1 It shall be sold if possible

51.3.2 Each Partners shall have a right of first refusal to purchase the relevant Miscellaneous Property as its then current open market value

51.4 If both partners express an interest in purchasing the relevant Miscellaneous Property the Partners shall conduct a reasonable exercise in which they make closed bids with the highest bidders being entitled to purchase the item.

51.5 All proceeds of sale shall be paid into the relevant Pooled Fund to be deal with according to this Deed.

IN WITNESS WHEREOF this Deed has been executed as a Deed by the Partners on the date

of this Deed

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