Common use of Independent IP Clause in Contracts

Independent IP. (a) Except as otherwise expressly provided in this Agreement, including in Section 15.2(b): (i) as between the Parties, each Party will have and retain all of its right, title and interest, including Intellectual Property Rights, in and to its Independent IP and any Derivative Works of its Independent IP, and will be entitled to seek Intellectual Property Rights protection for its Independent IP as it deems appropriate; (ii) a Party will not submit patent applications or otherwise seek to file for or obtain Intellectual Property Rights protection with respect to or based upon the other Party’s Independent IP without the other Party’s prior written consent, which may be withheld at the other Party’s sole discretion; (iii) a Party will not be permitted to use the other Party’s Independent IP; and (iv) EXCEPT AS PROVIDED IN SECTION 19.8, ANY RIGHTS OF USE OF A PARTY’S INDEPENDENT IP GRANTED BY THIS AGREEMENT ARE GRANTED ON AN ‘AS-IS, WHERE-IS’ BASIS WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. (b) If Supplier Personnel incorporates any Independent IP of Supplier or a third party into a Work Product or deliver it to Health Net without first notifying Health Net of its nature and entering into with Health Net, or procuring for Health Net, a license to Use the Independent IP on terms that are acceptable to Health Net, then (i) in the case of Supplier Independent IP, Supplier hereby grants to Health Net and its Affiliates, and (ii) in the case of third party Independent IP, Supplier shall procure for Health Net and its Affiliates, a perpetual, irrevocable, non-exclusive, worldwide, paid-up right and license to Use such Independent IP as part of the Work Product (including ***, programmer interfaces, available documentation, manuals, and other materials necessary for the use thereof), and any Derivative Works of the Work Product, in their businesses and to authorize others to do the same on their behalf***. Any representations, warranties, and covenants of Supplier, and any rights of Health Net under this Agreement, that are applicable to a Deliverable or Work Product shall apply equally to any Independent IP of Supplier or a third party incorporated into the Deliverable or Work Product. (c) If Health Net provides any of its Independent IP to Supplier for use in rendering the Services, Health Net grants to Supplier a fully paid-up, nonexclusive license during the Term to Use such Independent IP solely as necessary to perform the Services, and to sublicense Approved Subcontractors to do the same on Supplier’s behalf. Supplier may not Use Health Net’s Independent IP for the benefit of any entities other than Health Net (and its Service Recipients under this Agreement) without the prior written consent of Health Net, which may be withheld at Health Net’s discretion.

Independent IP. (a) Except as otherwise expressly provided in this Agreement, including in Section 15.2(b): (i) as between the Parties, each Party will have and retain all of its right, title and interest, including Intellectual Property Rights, in and to its Independent IP and any Derivative Works of its Independent IP, and will be entitled to seek Intellectual Property Rights protection for its Independent IP as it deems appropriate; (ii) a Party will not submit patent applications or otherwise seek to file for or obtain Intellectual Property Rights protection with respect to or based upon the other Party’s Independent IP without the other Party’s prior written consent, which may be withheld at the other Party’s sole discretion; (iii) a Party will not be permitted to use the other Party’s Independent IP; and (iv) EXCEPT AS PROVIDED IN SECTION 19.8, ANY RIGHTS OF USE OF A PARTY’S INDEPENDENT IP GRANTED BY THIS AGREEMENT ARE GRANTED ON AN ‘AS-IS, WHERE-IS’ BASIS WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. (b) If Supplier Personnel Health Net’s ownership of Developed Material that incorporates any Independent IP of Supplier or a third party into a Work Product shall be subject to Supplier’s or deliver it to Health Net without first notifying Health Net such third party’s ownership of its nature and entering into with Health Net, or procuring for Health Net, a license to Use the such Independent IP on terms that are acceptable to Health Net, then (i) in IP. In the case of Supplier Independent IPIP incorporated into Developed Material, Supplier hereby grants to Health Net and its Affiliates, and (ii) in the case of third party Independent IPIP incorporated into Developed Material, Supplier shall procure for Health Net and its Affiliates, : a perpetual, irrevocable, non-exclusive, worldwide, paid-up right and license to Use such Independent IP as part of the Work Product (including ***, programmer interfaces, available documentation, manuals, and other materials necessary for the use thereof)Developed Material, and any Derivative Works of the Work ProductDeveloped Material, in their businesses and to authorize others to do the same on their behalf***, for no additional charge. Any representations, warranties, and covenants of Supplier, and any rights of Health Net under this Agreement, that are applicable to Developed Material or a Deliverable or Work Product shall apply equally to any Independent IP of Supplier or a third party incorporated into the Deliverable or Work Product. Supplier shall obtain Health Net’s written approval prior to incorporating any Independent IP of Supplier or a third party into Developed Material. (c) If Health Net provides any of its Independent IP to Supplier for use in rendering the Services, Health Net grants to Supplier a fully paid-up, nonexclusive license during the Term to Use such Independent IP and any Developed Materials solely as necessary to perform the Services, and to sublicense Approved Subcontractors to do the same on Supplier’s behalf. Supplier may not Use Health Net’s Independent IP or Developed Materials for the benefit of any entities other than Health Net (and its Service Recipients under this Agreement) without the prior written consent of Health Net, which may be withheld at Health Net’s discretion.

Independent IP. (a) Except as otherwise expressly provided in this Agreement, including in Section 15.2(b): (i) as between the Parties, each Party will have and retain all of its right, title and interest, including Intellectual Property Rights, in and to its Independent IP and any Derivative Works of its Independent IP, and will be entitled to seek Intellectual Property Rights protection for its Independent IP as it deems appropriate; (ii) a Party will not submit patent applications or otherwise seek to file for or obtain Intellectual Property Rights protection with respect to or based upon the other Party’s Independent IP without the other Party’s prior written consent, which may be withheld at the other Party’s sole discretion; (iii) a Party will not be permitted to use the other Party’s Independent IP; and (iv) EXCEPT AS PROVIDED IN SECTION 19.8, ANY RIGHTS OF USE OF A PARTY’S INDEPENDENT IP GRANTED BY THIS AGREEMENT ARE GRANTED ON AN ‘AS-IS, WHERE-IS’ BASIS WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND.. Terms and Conditions 33 Health Net / Cognizant Confidential (b) If Supplier Personnel incorporates any Independent IP of Supplier or a third party into a Work Product or deliver it to Health Net without first notifying Health Net of its nature and entering into with Health Net, or procuring for Health Net, a license to Use the Independent IP on terms that are acceptable to Health Net, then (i) in the case of Supplier Independent IP, Supplier hereby grants to Health Net and its Affiliates, and (ii) in the case of third party Independent IP, Supplier shall procure for Health Net and its Affiliates, a perpetual, irrevocable, non-exclusive, worldwide, paid-up right and license to Use such Independent IP as part of the Work Product (including ***, programmer interfaces, available documentation, manuals, and other materials necessary for the use thereof), and any Derivative Works of the Work Product, in their businesses and to authorize others to do the same on their behalf***. Any representations, warranties, and covenants of Supplier, and any rights of Health Net under this Agreement, that are applicable to a Deliverable or Work Product shall apply equally to any Independent IP of Supplier or a third party incorporated into the Deliverable or Work Product. (c) If Health Net provides any of its Independent IP to Supplier for use in rendering the Services, Health Net grants to Supplier a fully paid-up, nonexclusive license during the Term to Use such Independent IP solely as necessary to perform the Services, and to sublicense Approved Subcontractors to do the same on Supplier’s behalf. Supplier may not Use Health Net’s Independent IP for the benefit of any entities other than Health Net (and its Service Recipients under this Agreement) without the prior written consent of Health Net, which may be withheld at Health Net’s discretion.

Independent IP. (a) Except as otherwise expressly provided in this Agreement, including in Section 15.2(b15.2 (Intellectual Property Rights in Work Product): (i) as between the Parties, each Party will have and retain all of its right, title and interest, including Intellectual Property Rights, in and to its Independent IP and any Derivative Works of its Independent IP, and will be entitled to seek Intellectual Property Rights protection for its Independent IP and any Derivative Works of its Independent IP as it deems appropriate;; and (ii) a Party will not submit patent applications or otherwise seek to file for or obtain Intellectual Property Rights protection with respect to or based upon the other Party’s Independent IP without the other Party’s prior written consent, which may be withheld at the other Party’s sole discretion; (iii) a Party will not be permitted to use the other Party’s Independent IP or any Derivative Works of the other Party’s Independent IP; and (iv) EXCEPT AS PROVIDED IN SECTION 19.8, ANY RIGHTS OF USE OF A PARTY’S INDEPENDENT IP GRANTED BY THIS AGREEMENT ARE GRANTED ON AN ‘AS-IS, WHERE-IS’ BASIS WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. (b) Supplier shall not incorporate any Independent IP of Supplier or a third party into any Deliverable without Triple-S’s prior written approval, which Triple-S may withhold in its discretion. Any such written approval, together with details of the Independent IP that will be incorporated in the Deliverable, shall be documented in the applicable Statement of Work or Task Order. (c) If Supplier Personnel incorporates any Independent IP of Supplier or a third party into a Work Product or deliver it to Health Net Deliverable without first notifying Health Net Triple-S of its nature and entering into with Health NetTriple-S, or procuring for Health NetTriple-S, a license to Use the Independent IP on terms that are acceptable to Health NetTriple-S, then (i) in the case of Supplier Independent IP, Supplier hereby grants to Health Net Triple-S and its Affiliates, and (ii) in the case of third party Independent IP, Supplier shall procure for Health Net Triple-S and its Affiliates, a perpetual, irrevocable, non-exclusive, worldwide, paid-up right and license to Use such Independent IP as part of the Work Product (including ***Source Code, artifacts, programmer interfaces, available documentationDocumentation, manuals, and other materials necessary for the use that may assist Triple-S with Use thereof), solely in connection with, and any Derivative Works of as incorporated into, the Work Product, Deliverable and solely in their businesses and to authorize others (including Triple-S third party contractors providing services to Triple-S, Triple-S Affiliates, and Service Recipients and not for any such contractor’s own use) to do the same on their behalf***, for no additional charge. Any Triple-S will require any such third party contractors to comply with the obligations of confidentiality and restrictions limiting use of the Independent IP solely to performance of services on behalf of Triple-S. All representations, warranties, and covenants of Supplier, and any rights of Health Net Triple-S under this Agreement, that are applicable to a Deliverable or Work Product Deliverables shall apply equally to any Independent IP of Supplier or a third party incorporated into the Deliverable or Work ProductDeliverables. (cd) If Health Net Triple-S provides any of its Independent IP to Supplier for use in rendering the Services, Health Net Triple-S grants to Supplier a fully paid-up, nonexclusive license during the Term and any Disengagement Assistance Period to Use such Independent IP solely as necessary to perform the Services, and to sublicense Approved Subcontractors to do the same on Supplier’s behalf. Supplier may not Use Health NetTriple-S’s Independent IP for the benefit of any entities other than Health Net Triple-S (and its Service Recipients under this Agreement) without the prior written consent of Health NetTriple-S, which may be withheld at Health NetTriple-S’s discretion.