Common use of Intellectual Property and Data Clause in Contracts

Intellectual Property and Data. (a) Each Party shall retain ownership of their and their Affiliates’ intellectual property and data existing as of the date hereof. Unless agreed otherwise in Schedule A, each Party hereto agrees that any intellectual property or data of the other Party or its Affiliates or licensors made available to such Party or its Affiliates in connection with the INSW Services or OSG Services, and any derivative works, additions, modifications, translations or enhancements thereof created by a Party or its Affiliates pursuant to this Agreement, are and shall remain the sole property of the original owner of such intellectual property or data, provided, that OSG shall exclusively own any and all data generated with respect to the INSW Services received under this Agreement and INSW shall exclusively own any and all data generated with respect to the OSG Services received under this Agreement. Each of the Parties agrees to execute and to cause its Affiliates (including any INSW Service Providers or OSG Service Providers) to execute all such further instruments and documents and to take all such further action as the other Party may reasonably require in order to effectuate the terms and purposes of this Agreement. (b) OSG hereby grants to INSW a non-exclusive, royalty free, fully paid-up, non-transferable, worldwide license to use OSG Data during the Term solely (i) to provide the INSW Services and (ii) to comply with INSW’s obligations under applicable Law with respect to such OSG Data. INSW hereby grants to OSG a non-exclusive, royalty free, fully paid-up, non-transferable, worldwide license to use INSW Data during the Term solely (1) to provide the OSG Services and (2) to comply with OSG’s obligations under applicable Law with respect to such INSW Data.

Intellectual Property and Data. (a) Each Party shall retain ownership of their Unless otherwise expressly agreed to by the parties, any and their Affiliates’ all intellectual property and data existing as that are created, generated or collected by ADSX specifically for VeriChip in the course of rendering the Transition Services or Additional Services, but excluding any of the date hereofforegoing either created by ADSX in the ordinary course of maintaining its information technology infrastructure to provide services to VeriChip or generated in providing the Transition Services or Additional Services that relate to the operation of ADSX’s information technology infrastructure (collectively, “Work Product”), shall be owned exclusively by VeriChip, and ADSX expressly disclaims any and all right, title, or interest in and to such Work Product. Unless agreed In addition, in the event and to the extent that any Work Product contains any pre-existing ADSX technology or other non-Work Product intellectual property and data, then ADSX (or its licensors or subcontractors, if applicable) shall be deemed to have granted to VeriChip a nonexclusive, perpetual and royalty-free license to use such pre-existing ADSX technology or other non-Work Product intellectual property and data (subject to any restrictions set forth elsewhere in this Agreement) only in connection with VeriChip’s use of such Work Product. (b) Subject to the terms and conditions of this Agreement and any applicable third party agreements under which VeriChip obtains rights to intellectual property and data, VeriChip grants ADSX, a limited, non-exclusive, royalty-free license to copy, display, perform, transmit, create derivative works from and otherwise modify, make, use and otherwise exploit, during the Term, such intellectual property and data that is provided or otherwise made available by VeriChip to ADSX for performance of ADSX’s obligations under this Agreement. The foregoing license grant is limited to use or other exploitation solely as reasonably necessary in Schedule Aconnection with the performance of Transition Services and Additional Services. (c) Subject to the terms and conditions of this Agreement and any applicable third party agreements pursuant to which ADSX obtains rights to intellectual property and data, ADSX grants to VeriChip a limited, non-exclusive, royalty-free license to copy, display, perform, transmit, create derivative works from and otherwise modify, make, use and otherwise exploit, during the Term, such intellectual property and data that is provided or otherwise made available by ADSX to VeriChip for receipt and use of the Transition Services or Additional Services or for performance by VeriChip under this Agreement. The foregoing license grant is limited to use or other exploitation solely as reasonably necessary in connection with the receipt and use of the Transition Services and Additional Services. (d) Except for the ownership of Work Product and the licenses granted herein, each Party hereto agrees party will retain all right, title and interest in and to its technology, other intellectual property and data used in connection with the Transition Services and Additional Services, including ownership of any technology, other intellectual property and data created by such party or its affiliates in providing or using, as applicable, the Transition Services or Additional Services. Each party and its affiliates may independently create or acquire any technology, other intellectual property or data that any is deemed by this Agreement to be owned by the other party and its affiliates hereunder; provided, that such independent creation or acquisition does not include or use the technology, other intellectual property or data of the other Party party and its affiliates, and such independent creation or acquisition does not breach any other obligations under this Agreement, including, without limitation, the obligations of confidentiality. (e) To the extent that any right, title or interest in or to any intellectual property or data vests in a party or an affiliate thereof, by operation of law or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, such party shall or cause its Affiliates or licensors made available affiliates to, and hereby does, perpetually and irrevocably assign to the appropriate party designated by the owner thereof under this Section 4.4 any and all such right, title and interest throughout the world in and to such Party intellectual property and data, free and clear of all liens and encumbrances. (f) Notwithstanding anything to the contrary in this Section 4.4, nothing in this Agreement shall preclude ADSX from using any general information, ideas, concepts, know-how, techniques, programming routines and subroutines, methodologies, processes, skills, or its Affiliates expertise (collectively, “Residual Information”) which ADSX employees or contractors retain in connection with their unaided memory and derive from the INSW provision of the Transition Services or OSG Additional Services, and which are no more than skillful variations of general processes known to the computer data processing and/or information technology industries (and, as such, are neither proprietary, confidential, nor trade secret information); provided, however, that ADSX does not breach its other obligations under this Agreement including, without limitation, the obligations of confidentiality. (g) ADSX will promptly provide to VeriChip (and shall not withhold for any derivative worksreason) copies of Work Product and data owned by VeriChip or to which it has a perpetual license in accordance with this Section 4.4. Such data shall be delivered in a mutually agreed to format (but in no event other than a generally available commercial format if the parties are unable to agree on format). VeriChip shall be responsible for the incremental actual costs of such deliveries, additionsto the extent such costs are not already included in the cost for Transition Services or Additional Services. (h) Except as set forth in the preceding subsections of this Section 4.4, modificationsADSX and VeriChip retain all right, translations title and interest in and to their respective technology, other intellectual property and data, and no other license or enhancements thereof created by a Party other right, express or implied, is granted to any other third party or its Affiliates pursuant affiliates under this Agreement with respect to this Agreementeither party’s or its affiliates’ technology, are and shall remain the sole property of the original owner of such other intellectual property or data, provided, that OSG shall exclusively own any and all data generated with respect to the INSW Services received under this Agreement and INSW shall exclusively own any and all data generated with respect to the OSG Services received under this Agreement. Each of the Parties agrees to execute and to cause its Affiliates (including any INSW Service Providers or OSG Service Providers) to execute all such further instruments and documents and to take all such further action as the other Party may reasonably require in order to effectuate the terms and purposes of this Agreement. (b) OSG hereby grants to INSW a non-exclusive, royalty free, fully paid-up, non-transferable, worldwide license to use OSG Data during the Term solely (i) to provide the INSW Services and (ii) to comply with INSW’s obligations under applicable Law with respect to such OSG Data. INSW hereby grants to OSG a non-exclusive, royalty free, fully paid-up, non-transferable, worldwide license to use INSW Data during the Term solely (1) to provide the OSG Services and (2) to comply with OSG’s obligations under applicable Law with respect to such INSW Data.