Standard Managed License licence.

9.1 Subject to payment in full of all monies due to CogniTech Systems LTD by the Client in accordance with the Agreement and the Client’s compliance with the terms of the Agreement, CogniTech Systems LTD shall grant to the Client, a worldwide, non-exclusive and non-expiring license to use the Works providing that the Website/Software remains hosted on CogniTech Systems LTD's server.

9.2 The Client acknowledges that the source code and database reflects the know-how, methodology and intellectual capital that CogniTech Systems LTD has developed or acquired prior to performing the Services. As a result, the Intellectual Property Rights in the source code and database are to be retained by CogniTech Systems LTD. If the Client wishes to acquire an assignment of all Intellectual Property Rights in the Edit Files, such acquisition shall be subject to redevelopment of the Work under new terms and payment of a fee. 

9.3 The Client agrees that:

9.3.1 the license allows hosting of the Website/Software on CogniTech Systems LTD's server;

9.3.2 the license allows the Client to own all content uploaded to the server through the systems provided by CogniTech Systems LTD, at any time the client can request a copy of the content, which may include an additional fee;

9.3.3 the license does not allow hosting of the Website/Software on an external server;

9.3.4 the license does not allow access to CogniTech Systems LTD's server;

9.3.5 the license does not allow access to the source code;

9.3.6 the license does not allow access to the database;

9.3.7 the license does not allow source code ownership;

9.3.8 the license does not allow database ownership;

9.3.9 the license does not allow source code modification by anyone other than CogniTech Systems LTD;

9.3.10 the license does not allow database modification by anyone other than CogniTech Systems LTD;

9.3.11 the license does not allow distribution of source code;

9.3.12  the license does not allow Technology Management System (TMS) source code ownership;

9.3.13  the license does not allow Technology Management System (TMS) source code modification by anyone other than CogniTech Systems LTD;

9.3.14 the license does not allow Technology Management System (TMS) database ownership;

9.3.15 the license does not allow Technology Management System (TMS) database modification by anyone other than CogniTech Systems LTD;

9.3.16 the license does not allow distribution Technology Management System (TMS) source code;

9.4 Where a third party has rights in any Deliverables, such as in Third Party Materials, CogniTech Systems LTD shall notify the Client in writing:

9.4.1 whether an assignment to the Client of the relevant proposed Third-Party Materials can be obtained and the cost of obtaining it; and

9.4.2 if an assignment of the relevant proposed Third-Party Materials cannot be obtained or the Client does not agree to the proposed cost of an assignment, the cost of obtaining a license of such materials for the Client’s use of the Content in connection with the Applications noted in the Statement of Work.

9.5 Following CogniTech Systems LTD’s notice, the Client shall notify CogniTech Systems LTD in writing whether CogniTech Systems LTD is required to obtain an assignment (if available) or whether the Client wishes to be granted a license directly from that particular third party. If CogniTech Systems LTD is to obtain an assignment the provisions of clause 9 apply. If the Client wishes to be granted a license directly from that third party, then CogniTech Systems LTD will assist the Client in obtaining such license directly from that particular third party. The Client shall be responsible for paying the costs of such assignment or license, and any legal costs reasonably required to secure such rights, as appropriate.

9.6 The Client shall own or be entitled to grant CogniTech Systems LTD the right to use the Intellectual Property Rights in the Input Materials. The Client hereby grants CogniTech Systems LTD a non-exclusive, worldwide, irrevocable, royalty free license to copy, amend, publish, distribute and use the Input Materials solely to the extent necessary for the purpose of providing the Services. The Client warrants and undertakes that use by CogniTech Systems LTD in accordance with the terms of the Agreement shall not infringe the Intellectual Property Rights or any other rights of any third party.