Rules of use

Rights to New IP

Company will be the sole and exclusive owner of all patents, patent applications, copyrights, trade secrets and other intellectual property rights, worldwide (collectively, “Intellectual Property Rights”) that are in or to any Deliverable or any other invention, work of authorship, data or other matter that is created, conceived or reduced to practice by or on behalf of the Provider, any of its affiliates or any of its or their respective employees or contractors (collectively, the “Provider Parties”) in connection with this Agreement (the “New IP”). None of the Provider Parties will have any ownership, license or other interest in or to any New IP. To the extent any Intellectual Property Rights that are included in the New IP would otherwise vest in any of the Provider Parties, Provider hereby assigns (and will cause each of the other Provider Parties to assign) to Company all right, title and interest in and to such Intellectual Property Rights. At the request of Company, the Provider will promptly execute (and will cause each of the other Provider Parties to execute) separate written assignments to Company and do all things deemed reasonably necessary by Company to enable Company to file applications for and secure patents and obtain any other forms of protection for any New IP in the United States and in other countries worldwide.

Rights to Background IP

The Provider will retain ownership of all Intellectual Property Rights to any invention, work or other matter that has been or is created, conceived or reduced to practice by the Provider prior to or independently of this Agreement (the “Background IP”). The Provider will not use or incorporate any inventions, works of authorship, data or other materials that are covered by any Background IP, into any Deliverable without, in each particular instance, obtaining the prior, written approval of Company, which approval Company may grant or withhold in its sole and absolute discretion. To the extent any Background IP is incorporated in any Deliverable, the Provider hereby grants to Company a perpetual, irrevocable, royalty-free, paid-up, transferable, worldwide, nonexclusive license under such Background IP, with the right to grant sublicenses, to make, have made, use, sell, offer to sell, import, copy, distribute, modify and otherwise fully exploit such Deliverable and any products, services, processes, methods and technologies derived therefrom.

Third Party IP

The Provider will not incorporate any inventions, works of authorship, data or other materials that are covered by any Intellectual Property Rights of any third party (the “Third Party IP”) into any Deliverable or other materials provided hereunder without, in each particular instance, obtaining the prior, written approval of Company, which approval Company may grant or withhold in its sole and absolute discretion. Unless otherwise provided in an applicable Scope of Services, to the extent any Third Party IP is incorporated in any Deliverable, the Provider hereby grants to Company a perpetual, irrevocable, royalty-free, paid-up, transferable, worldwide, nonexclusive license under such Third Party IP, with the right to grant sublicenses, to make, have made, use, sell, offer to sell, import, copy, distribute, modify and otherwise fully exploit such Deliverable and any products, services, processes, methods and technologies derived therefrom.