Short answer: Ownership stays with the Contractor, but control is diluted by a broad license allowing the Employer to copy, use, communicate and modify for project purposes.

• Clarify license scope: Spell out permissible uses and limits in the Contract/PCs.
• Protect proprietary elements: Exclude specific tools/software/methods unless expressly agreed.
• Confidentiality overlays: Prevent disclosure or non-project use.

Risks: Off-scope reuse (other projects/commercialization), IP infringement, disputes and reputational damage.

Remedies: Injunctions, damages, account of profits—bearing in mind detection and cross-border enforcement challenges.

• Contract tools: Specify prohibited uses and agreed penalties.
• Monitoring: Audit/traceability mechanisms for document use.
• Education: Onboarding clarifications for Employer/agents.

Issue: The term isn’t defined—narrow vs broad readings change who may access/use documents.

• Define in PCs: “Employer, its employees/agents and direct successors involved in O&M of the Works.”
• Guardrails: Restrict third-party sharing without written consent.

Reality: The license covers altering/adjusting/repairing/demolishing, but major upgrades may exceed original design intent.

• Trigger renegotiation: PCs to require license review and fee adjustments for significant scope changes.
• Explicit permissions: Specify limits to Employer modification rights for altered works.

Position: On Contractor default, Employer may use all documents to complete. On Employer convenience or Contractor termination, Employer’s use should be limited to paid documents.

• Clarity: Enumerate which deliverables are “paid” at each milestone.
• Compensation: Provide pay-to-use pricing for any additional documents post-termination.
• Hygiene: Return/destroy unused materials to prevent drift.

Risk: Employer use may breach upstream licenses if obligations aren’t flowed down.

• Disclose & list: Third-party components and license terms.
• Direct licenses: Employer to obtain necessary rights where required.
• Indemnities: Allocate liability for misuse contrary to stated terms.

Gap: Clause 1.10 doesn’t itself govern confidentiality/data security.

• Confidentiality overlay: Define protected info; restrict onward disclosure.
• Data handling: Security standards, access control, breach notification.
• Compliance: Align with relevant data protection laws in governing jurisdictions.

Reality: The license is non-terminable; build in conditions and remedies up front.

• Conditionality: License contingent on Employer’s compliance (payment, confidentiality, scope limits).
• Revocation for breach: Specify suspension/revocation on material breach.
• Periodic review: Set checkpoints for scope/fee updates.

Variation: IP and contract rules differ by jurisdiction; some terms may be unenforceable.

• Governing law: State explicitly; map conflicts rules.
• Local compliance: Validate key provisions against local IP law.
• Local counsel: Draft/review with jurisdiction-specific advice.

Concerns: Employer reuse may compete with the Contractor; modifications could impact perceived quality/brand.

• Scope & duration limits: Tie use to the Works; consider time-boxing reuse.
• Brand safeguards: Reserve trademarks; restrict attribution on altered works.
• Commercial levers: Fees/royalties for extended uses; approved vendor status for upgrades.