- 3 –
Ownership and Use of Deliverables –You grant us a non-exclusive, perpetual and irrevocable licence
to use the deliverables and other materials created or otherwise provided under this agreement and to sub-
license the right to use, copy and modify them to other PwC firms, the client and any other third party. For
the purposes of this clause 5.3, “use” shall include without limitation the reproduction, publication, transfer
and sub-licence of any and all of the deliverables and materials created or provided under this agreement
(and/or the intellectual property rights in any of them) for any purpose, including the reproduction and
sale of the deliverables and other materials created or provided under this agreement and/or products
incorporating all or any of the same (or any intellectual property rights therein) for use by any person or for
sale or other dealing anywhere in the world. You agree to take any such further action and execute such
further documents as we or DFID may reasonably request to give effect to the licence granted pursuant to
this clause 5.3.
6. Further Supplier Responsibilities
6.1 Computer Facilities – You will ensure that you have appropriate back-up, security and virus-
checking procedures in place for any of your computer facilities. You will check all deliverables with an
appropriate up-to-date virus checker prior to delivery.
6.2 Third Party Systems – You will obtain all licences, rights and permissions necessary for us,
other PwC firms and/or the client to access, use and modify the software, hardware, data and other
materials that you may provide or make available to us, other PwC firms and/or the client for use in
relation to the services.
6.3 Data Protection Act - You will comply with (and not cause us or DFID to breach) any applicable
data protection legislation in any relevant jurisdiction. If you process any personal data on our (or DFID’s)
behalf, you must (i) process the personal data in accordance with our (or DFID’s) instructions, and (ii) take
all appropriate technical and organisational security measures to protect the personal data against any
unauthorised or unlawful processing and any accidental loss or destruction of, or damage to, the personal
data. If and to the extent that you are based outside the European Economic Area (and, if located in the
US, you are not US ‘Safe Harbor’ certified, or if located elsewhere, you are not in a country deemed by the
EU to be a country which provides an adequate level of protection for personal data) you agree to the EU
requirements for the transfer of personal data to data processors outside the EEA (as referenced in EU
decision 2010/87/EU) as if these requirements were incorporated into this agreement.
6.4 Further Obligations - You agree to be bound by those obligations that are set out in each
statement of work, or are notified by us to you, that relate to the prime contract and/ or the services.
6.5 Anti-Bribery – You will, and will ensure that your Associated Persons (as defined in the UK
Bribery Act 2010 (the “Act”)), will: (1) conduct business in compliance with all applicable laws and
regulations (including UK corruption, fraud and anti-bribery legislation); and (2) comply with the PwC
Code of Conduct located on www.pwc.co.uk and with any other related PwC anti-bribery policies and
guidance. We may audit any expenditure made by you in connection with the services and you will
cooperate with us and provide us with all information that we may reasonably request for this purpose.
You confirm that you have trained your staff/Associated Persons on the requirements of the Act.
7. Termination
7.1 Immediate Notice –We may end this agreement and/or any statement of work immediately by
giving written notice to you if (i) you materially breach it and do not remedy the breach within 14 days, (ii)
you are, or appear likely to be, unable to pay your debts or become insolvent, (iii) the performance of it
(including the application of any fee arrangements) may breach a legal or regulatory requirement, (iv) in
the event that a force majeure event as described in clause 11.1 persists for more than 7 days, or (v) if the
prime contract is terminated.
7.2 On Notice – We may end this agreement and/or any statement or work at any time on 30 days’
notice.
7.3 Payment on termination – In the event that we terminate this agreement we will pay you for all
services provided up to the date of termination and subsequently accepted by PwCS in accordance with
clause 5.2.