Common use of Contribution of Joint Ownership Interest in ATLAS Software Clause in Contracts

Contribution of Joint Ownership Interest in ATLAS Software. Existing SLM Holdco shall cause SMI to contribute, assign, transfer, convey and deliver to Private ServiceCo an undivided joint ownership interest in and to the ATLAS Software, subject to SMI’s retention of an undivided joint ownership interest and associated rights in and to the ATLAS Software. Subject to the agreement as joint owners to the restrictions set forth in Section 5.9(a), and the rights to certain derivative works as set forth in Section 5.9(a), each joint owner of the ATLAS Software shall otherwise have full rights of ownership with respect to the ATLAS Software, including, but not limited to the right to reproduce, use, develop, improve, perform, display, manufacture, create derivative works of, and otherwise fully exploit the ATLAS Software without restriction and in parallel with each other without the further consent of, or accounting to, the other joint owner. For the avoidance of doubt, subject to Section 5.9(b), all derivative works prepared from the ATLAS Software or any part thereof after the Effective Time shall be and remain the exclusive property of the member of the Navient Group or the SLM BankCo Group, as applicable, developing such derivative work of the ATLAS Software. Each joint owner of the ATLAS Software shall have all right and ability to obtain registrations of the Registrable IP with respect to the derivative works of the ATLAS Software created by it without the consent of, or accounting to, the other joint owner.

Contribution of Joint Ownership Interest in ATLAS Software. Existing SLM Holdco shall cause SMI to contribute, assign, transfer, convey and deliver to Private ServiceCo an undivided joint ownership interest in and to the ATLAS Software, subject to SMI’s retention of an undivided joint ownership interest and associated rights in and to the ATLAS Software. Subject to the agreement as such joint owners to ownership interest and associated rights, the restrictions set forth in Section 5.9(a5.4(g), and the rights to certain derivative works as set forth in Section 5.9(a)5.9, each joint owner of the ATLAS Software shall otherwise have full rights of ownership with respect to the ATLAS Software, including, but not limited to the right to reproduce, use, develop, improve, perform, display, distribute, assign, nonexclusively sell, market, offer to sell, manufacture, license and sublicense, create derivative works of, perform, display and otherwise fully exploit the ATLAS Software without restriction and in parallel with each other without the further consent of, or accounting to, the other joint owner. For the avoidance of doubt, subject to Section 5.9(b)5.9, all derivative works prepared from the ATLAS Software or any part thereof after the Effective Time shall be and remain the exclusive property of the member of the Navient Group or the SLM BankCo Group, as applicable, developing such derivative work of the ATLAS Software. Each joint owner of the ATLAS Software shall have all right and ability to obtain registrations of the Registrable IP with respect to the derivative works of the ATLAS Software created by it without the consent of, or accounting to, the other joint owner.

Contribution of Joint Ownership Interest in ATLAS Software. Existing SLM Holdco shall cause SMI to contribute, assign, transfer, convey and deliver to Private ServiceCo an undivided joint ownership interest in and to the ATLAS Software, subject to SMI’s retention of an undivided joint ownership interest and associated rights in and to the ATLAS Software. Subject to the agreement as such joint owners to the restrictions set forth in ownership interest and Section 5.9(a), and the rights to certain derivative works as set forth in Section 5.9(a)5.9, each joint owner of the ATLAS Atlas Software shall otherwise have full rights of ownership with respect to the ATLAS Software, including, but not limited to the right to reproduce, use, develop, improve, perform, display, distribute, assign, nonexclusively sell, market, offer to sell, manufacture, license and sublicense, create derivative works of, perform, display and otherwise fully exploit the ATLAS Software without restriction and in parallel with each other Software, without the further consent of, or accounting to, the other joint owner. For the avoidance of doubt, subject to Section 5.9(b), all derivative works prepared from the ATLAS Software or any part thereof (collectively, “ATLAS Derivative Works”) after the Effective Time shall be and remain the exclusive property of the member of the Navient NewCo Group or the SLM BankCo Group, as applicable, developing such derivative work of the ATLAS SoftwareDerivative Work. Each joint owner of the ATLAS Atlas Software shall have all right and ability to obtain registrations of the Registrable IP with respect to the derivative works of the ATLAS Software Derivative Works created by it without the consent of, or accounting to, the other joint ownerit.