Common use of Certain Intellectual Property Matters Clause in Contracts

Certain Intellectual Property Matters. If, in connection with its provision of the Shared Services, either Party provides, or provides access to, the other Party and/or its Affiliates any intellectual property, such Party hereby grants the other Party and/or its Affiliates, during the term of this Agreement, a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free, fully paid up license or sublicense (as applicable) to such intellectual property, solely to the extent necessary to provide or receive the Shared Services in accordance with this Agreement; provided, that if the applicable Party does not own such intellectual property, the other Party’s and its Affiliates’ access to, use of and rights for such third-party intellectual property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such intellectual property, which terms and conditions were disclosed or otherwise made available to such Party by the other Party. Upon the termination or expiration of any element or sub-element of the Shared Services pursuant to this Agreement, the license or sublicense, as applicable, to the relevant intellectual property provided in connection with that element or sub-element will automatically terminate; provided, however, that all licenses and sublicenses granted under this Agreement shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof (except that licenses or sublicenses of a Party’s intellectual property that is embedded in any deliverable provided to the other Party that is intended to be used by such other Party after expiration or termination of the Agreement shall continue solely to the extent necessary to allow such other Party to continue to use such deliverable). Except as expressly provided in this Agreement, each Party shall not acquire any right, title or interest in the other Party’s intellectual property by reason of the provision or receipt of the Shared Services provided under this Agreement. If a Party creates any improvements or derivative works of the other Party’s intellectual property in the course of performing the Shared Services, the other Party shall own all rights in the same. If, in the course of providing any Shared Service, SG Holdings creates or develops any intellectual property in connection with such Shared Services for or on behalf of SG DevCo (“Newly Developed IP”), then, as between the Parties, such Newly Developed IP shall be solely and exclusively owned by SG Holdings and SG DevCo hereby irrevocably assigns and transfers (and shall cause its Affiliates to assign and transfer) to SG Holdings all of SG DevCo’s right, title and interest in, to and under such Newly Developed IP. SG DevCo shall take any and all actions and execute any and all other documents reasonably necessary to perfect, confirm and record SG Holdings’ ownership of such Newly Developed IP.

Certain Intellectual Property Matters. If, in connection with its provision of the Shared Services, either Primary Party provides, or provides access to, the other Primary Party and/or its Affiliates any intellectual propertyproperty owned by such Primary Party, such Party hereby grants it shall grant the other Party and/or its AffiliatesPrimary Party, during the term of this AgreementTerm, a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free, fully paid up license to such intellectual property, solely to the extent necessary to receive the Shared Services in accordance with this Agreement. To the extent that either Primary Party provides, or provides access to, the other Primary Party and/or its Affiliates any intellectual property not owned by such Primary Party or its Affiliates such Primary Party shall grant to the other Primary Party and/or its Affiliates, during the term of the Agreement, a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free, fully paid-up sublicense (as applicable) to such intellectual property, solely to the extent necessary to provide or receive the Shared Services in accordance with this Agreement; provided, provided that if the applicable Party does not own such intellectual property, the any other Primary Party’s and its Affiliates’ access to, use of and rights for such third-party intellectual property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such intellectual property, which terms and conditions were disclosed or otherwise made available to such Primary Party by the other Primary Party. Upon the termination or expiration of any element or sub-element of the Shared Services Service pursuant to this Agreement, the license or sublicense, as applicable, to the relevant intellectual property provided in connection with that element or sub-element will automatically terminate; provided, however, that all licenses and sublicenses granted under this Agreement shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof (except that licenses or sublicenses of a Party’s intellectual property that is embedded in any deliverable provided to the other Party that is intended to be used by such other Party after expiration or termination of the Agreement shall continue solely to the extent necessary to allow such other Party to continue to use such deliverable). Except as expressly provided in this Agreement, each Party shall not acquire any right, title or interest in the other Party’s intellectual property by reason of the provision or receipt of the Shared Services provided under this Agreement. If a Party creates any improvements or derivative works of the other Party’s intellectual property in the course of performing the Shared Services, the other Party shall own all rights in the same. If, in the course of providing any Shared Service, SG Holdings creates or develops any intellectual property in connection with such Shared Services for or on behalf of SG DevCo (“Newly Developed IP”), then, as between the Parties, such Newly Developed IP shall be solely and exclusively owned by SG Holdings and SG DevCo hereby irrevocably assigns and transfers (and shall cause its Affiliates to assign and transfer) to SG Holdings all of SG DevCo’s right, title and interest in, to and under such Newly Developed IP. SG DevCo shall take any and all actions and execute any and all other documents reasonably necessary to perfect, confirm and record SG Holdings’ ownership of such Newly Developed IPhereof.

Certain Intellectual Property Matters. If, in connection with its provision of the Shared Services, either Party provides, or provides access to, the other Party and/or its Affiliates any intellectual property, such Party hereby grants the other Party and/or its Affiliates, during the term of this Agreement, a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free, fully paid up license or sublicense (as applicable) to such intellectual property, solely to the extent necessary to provide or receive the Shared Services in accordance with this Agreement; provided, that if the applicable Party does not own such intellectual property, the other Party’s and its Affiliates’ access to, use of and rights for such third-party intellectual property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such intellectual property, which terms and conditions were disclosed or otherwise made available to such Party by the other Party. Upon the termination or expiration of any element or sub-element of the Shared Services pursuant to this Agreement, the license or sublicense, as applicable, to the relevant intellectual property provided in connection with that element or sub-element will automatically terminate; provided, however, that all licenses and sublicenses granted under this Agreement shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof (except that licenses or sublicenses of a Party’s intellectual property that is embedded in any deliverable provided to the other Party that is intended to be used by such other Party after expiration or termination of the Agreement shall continue solely to the extent necessary to allow such other Party to continue to use such deliverable). Except as expressly provided in this Agreement, each Party shall not acquire any right, title or interest in the other Party’s intellectual property by reason of the provision or receipt of the Shared Services provided under this Agreement. If a Party creates any improvements or derivative works of the other Party’s intellectual property in the course of performing the Shared Services, the other Party shall own all rights in the same. If, in the course of providing any Shared Service, SG Holdings Sponsor creates or develops any intellectual property in connection with such Shared Services for or on behalf of SG DevCo the Company (“Newly Developed IP”), then, as between the Parties, such Newly Developed IP shall be solely and exclusively owned by SG Holdings Sponsor and SG DevCo the Company hereby irrevocably assigns and transfers (and shall cause its Affiliates to assign and transfer) to SG Holdings Sponsor all of SG DevCothe Company’s right, title and interest in, to and under such Newly Developed IP. SG DevCo The Company shall take any and all actions and execute any and all other documents reasonably necessary to perfect, confirm and record SG Holdings’ Sponsor’s ownership of such Newly Developed IP.

Certain Intellectual Property Matters. If, in connection with its provision of the Shared Services, either Primary Party provides, or provides access to, the other Primary Party and/or its Affiliates any intellectual propertyproperty owned by such Primary Party, such Party hereby grants it shall grant the other Party and/or its AffiliatesPrimary Party, during the term of this AgreementOngoing Services Term, a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free, fully paid up license to such intellectual property, solely to the extent necessary to receive the Services in accordance with this Agreement. To the extent that either Primary Party provides, or provides access to, the other Primary Party and/or its Affiliates any intellectual property not owned by such Primary Party or its Affiliates such Primary Party shall grant to the other Primary Party and/or its Affiliates, during the term of the Agreement, a non- exclusive, revocable, non-transferable, non-sublicensable, royalty-free, fully paid-up sublicense (as applicable) to such intellectual property, solely to the extent necessary to provide or receive the Shared Services in accordance with this Agreement; provided, provided that if the applicable Party does not own such intellectual property, the any other Primary Party’s and its Affiliates’ access to, use of and rights for such third-party intellectual property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such intellectual property, which terms and conditions were disclosed or otherwise made available to such Primary Party by the other Primary Party. Upon the termination or expiration of any element or sub-element of the Shared Services Service pursuant to this Agreement, the license or sublicense, as applicable, to the relevant intellectual property provided in connection with that element or sub-element will automatically terminate; provided, however, that all licenses and sublicenses granted under this Agreement shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof (except that licenses or sublicenses of a Party’s intellectual property that is embedded in any deliverable provided to hereof. Notwithstanding the other Party that is intended to be used by such other Party after expiration or termination of the Agreement shall continue solely foregoing, to the extent necessary to allow such other Party to continue to use such deliverable). Except as expressly provided in this Agreement, each Party shall not acquire any right, title or interest in the other Party’s treatment of intellectual property by reason between HPI and SEG is addressed pursuant to the terms of the provision or receipt of the Shared Services provided under this Agreement. If a Party creates any improvements or derivative works of the other Party’s intellectual property in the course of performing the Shared Servicesan existing intercompany agreement, the other Party shall own all rights terms of such existing intercompany agreement (as the same may be amended, supplemented or modified in accordance with the same. If, in the course of providing any Shared Service, SG Holdings creates or develops any intellectual property in connection with such Shared Services for or on behalf of SG DevCo (“Newly Developed IP”terms thereof), thenand not the foregoing, as between the Parties, such Newly Developed IP shall be solely and exclusively owned by SG Holdings and SG DevCo hereby irrevocably assigns and transfers (and shall cause its Affiliates to assign and transfer) to SG Holdings all of SG DevCo’s right, title and interest in, to and under such Newly Developed IP. SG DevCo shall take any and all actions and execute any and all other documents reasonably necessary to perfect, confirm and record SG Holdings’ ownership of such Newly Developed IPapply.

Certain Intellectual Property Matters. If, in connection with its provision of the Shared Services, either Party provides, or provides access to, the other Party and/or its Affiliates any intellectual property, such Party hereby grants the other Party and/or its Affiliates, during the term of this Agreement, a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free, fully paid up license or sublicense (as applicable) to such intellectual property, solely to the extent necessary to provide or receive the Shared Services in accordance with this Agreement; provided, that if the applicable Party does not own such intellectual property, the other Party’s and its Affiliates’ access to, use of and rights for such third-party intellectual property shall be subject in all regards to any restrictions, limitations or other terms or conditions imposed by the licensor of such intellectual property, which terms and conditions were disclosed or otherwise made available to such Party by the other Party. Upon the termination or expiration of any element or sub-element of the Shared Services pursuant to this Agreement, the license or sublicense, as applicable, to the relevant intellectual property provided in connection with that element or sub-element will automatically terminate; provided, however, that all licenses and sublicenses granted under this Agreement shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof (except that licenses or sublicenses of a Party’s intellectual property that is embedded in any deliverable provided to the other Party that is intended to be used by such other Party after expiration or termination of the Agreement shall continue solely to the extent necessary to allow such other Party to continue to use such deliverable). Except as expressly provided in this Agreement, each Party shall not acquire any right, title or interest in the other Party’s intellectual property by reason of the provision or receipt of the Shared Services provided under this Agreement. If a Party creates any improvements or derivative works of the other Party’s intellectual property in the course of performing the Shared Services, the other Party shall own all rights in the same. If, in the course of providing any Shared Service, SG Holdings NightHawk creates or develops any intellectual property in connection with such Shared Services for or on behalf of SG DevCo Elusys (“Newly Developed IP”), then, as between the Parties, such Newly Developed IP shall be solely and exclusively owned by SG Holdings NightHawk and SG DevCo Elusys hereby irrevocably assigns and transfers (and shall cause its Affiliates to assign and transfer) to SG Holdings NightHawk all of SG DevCoElusys’s right, title and interest in, to and under such Newly Developed IP. SG DevCo Elusys shall take any and all actions and execute any and all other documents reasonably necessary to perfect, confirm and record SG HoldingsNightHawk’ ownership of such Newly Developed IP.