Developed Materials. 7.2.1 DIR Ownership
Developed Materials. 12.2. Subject to payment of Charges and excluding Supplier IPR and Third Party Materials (as defined below), the Customer shall own and retain all rights, title and interest in and to the Developed Materials that are identified as Developed Materials under a schedule (or Service Schedule) agreed between the Parties in writing.
Developed Materials. CDEX shall own all right, title and interest in and to any Intellectual Property developed by Company in connection with its performance of this Agreement ("Developed Materials"), and all such Developed Materials shall be deemed to be "works made for hire" under the U.S. Copyright laws. To the extent that any such Developed Materials are not deemed to be "works made for hire", then Company hereby assigns to CDEX all right, title and interest in and to any such Developed Materials. Company hereby agrees to execute any documents or instruments reasonably necessary to enable CDEX to secure or perfect any proprietary rights that are assigned to CDEX hereby. CDEX hereby grants to Company, during the term of each applicable Statement of Work, a nonexclusive, non-transferable, paid up license in any CDEX Intellectual Property and Developed Materials, in either case, to the extent necessary to enable Company to perform its obligations under such Statement of Work.
Developed Materials. (a) TxDOT Ownership. Except as otherwise expressly provided in Sections 14.2(c) and 14.2(d), TxDOT shall be the sole and exclusive owner of all (i) Developed Materials that are modifications, enhancements, improvements, or Upgrades to or Derivative Works of TxDOT Owned Materials, including all United States and foreign patent, copyright, trade secret and other intellectual property rights therein, and (ii) the copyright in all other Developed Materials that are provided to TxDOT as a Deliverable (as defined in Section 14.2(c)). All Developed Materials owned (or to be owned) by TxDOT pursuant to this Section 14.2(a) shall be considered "works made for hire" (as that term is used in the United States Copyright Act, 17 U.S.C. Section 101, or in analogous provisions of other applicable Laws). Service Provider hereby irrevocably and perpetually assigns, and shall assign, to TxDOT without further consideration to the extent of such ownership by TxDOT all of Service Provider's right, title and interest in and to such Developed Materials, including all United States and foreign patent, copyright, trade secret and other intellectual property rights. Service Provider acknowledges that TxDOT and the successors and assigns of TxDOT shall have the right to obtain and hold in their own name all rights, title and interest in and to all such rights in such Developed Materials. Service Provider agrees to execute any documents and take any other actions reasonably requested by TxDOT to effectuate the purposes of this Section 14.2(a). TxDOT hereby grants Service Provider certain license and other rights with respect to such Developed Materials, as described in Section 14.1(b).
Developed Materials. 30.2 Other than in respect of any Supplier Background IPR and/or Third Party IPR, Supplier hereby agrees to assign and (in respect of copyright and database rights owned by Supplier arising in the future) hereby assigns, and (in relation to any IPR owned by a member of Supplier Group or Sub-Contractor) to procure the assignment of, the whole legal and beneficial interest in all the IPRs in any Developed Materials to Customer, at no additional charge.
Developed Materials. Developed Materials shall be free from material errors in operation and performance, shall comply with their documentation and the applicable specifications in all material respects and shall provide the functions and features and operate in the manner agreed by the Parties.
Developed Materials. Insurdata represents and warrants that the Developed Materials will perform and function in conformance with the specifications for the same. Insurdata does not assure uninterrupted or error-free operation of the Developed Materials, or that the Developed Materials will be free of bugs, defects or mistakes, or that Insurdata will correct all defects therein.
Developed Materials. Unless expressly stated otherwise in a Statement of Work (the terms of which will prevail in the event of any inconsistency between the Statement of Work and this clause 11.2), the Developed Materials will be owned by XXX and the Contractor hereby assigns to REA all right, title, and interest in and to the Developed Materials, including any Intellectual Property Rights in the Developed Materials.
Developed Materials. Unless the Parties agree otherwise, and subject to Section 15.2 (OTHER HP-OMS OWNED MATERIALS) above, all Developed Materials created by or for HP-OMS in connection with the Services provided by HP-OMS under this Agreement shall, upon creation, be owned by Customer and considered to be works made for hire. If any such Developed Materials may not be considered a work made for hire under applicable law, HP-OMS hereby irrevocably assigns, and shall assign, to Customer without further consideration, all of HP-OMS' right, title and interest in and to such Developed Materials, including Intellectual Property Rights. HP-OMS agrees to execute any documents and take any other actions reasonably requested by Customer to effectuate the purposes of this Section.
Developed Materials. (a) All Developed Materials shall be considered works made for hire that are owned by Client. If any such Developed Materials may not be considered a work made for hire under applicable law, Supplier hereby irrevocably assigns to Client, without further consideration, all right, title and interest, including any copyright interest, Supplier may have to such Developed Materials, including United States and foreign intellectual property rights, including copyrights. Supplier acknowledges that Client and its successors and assigns shall have the right to obtain and hold in their own name any intellectual property rights, including copyright, in and to such Developed Materials. Supplier agrees to execute any documents and take any other actions reasonably requested by Client to effectuate the purposes of this Section 14.2 at Client’s expense. Client grants to Supplier a Note: A request for confidential treatment has been filed with the SEC for the portions of this document that have been marked with *CONFIDENTIAL*. The redacted portions have been filed separately with the SEC. non-exclusive, non-transferable, worldwide, limited right and license to use, execute, reproduce, display, perform, modify and distribute the Developed Materials for the sole purpose of providing the Services during the Term and the Transfer Assistance Period pursuant to this Agreement; provided that this license does not give Supplier the right, and Supplier is not authorized, to sublicense such Developed Materials, except with respect to subcontractors approved under Section 9.8, or use them for the benefit of other customers or for any other purpose without Client’s prior written consent.
