Common use of Intellectual Property Ownership Clause in Contracts

Intellectual Property Ownership. 21.1 This Agreement does not transfer any Intellectual Property Rights from Eaton to you. Except for the express licenses granted herein, all right, title and interest (including Intellectual Property Rights) in and to any intellectual property owned, created or independently developed by Eaton, including, but not limited to, the Product Software and any derivative work, customisation, modification or enhancement thereof (including all Intellectual Property Rights in any of the foregoing), whether developed prior to, during, or after this Agreement, will remain solely with Eaton and its licensors. Eaton grants no implied licenses hereunder. 21.2 You may provide suggestions, comments or other feedback (“Feedback”) relating to the Product Software. Your Feedback, even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for Eaton. Eaton shall be free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 21.3 You may print off one copy, and may download extracts, of any page(s) of the Materials solely for internal business purposes only. Any paper or digital copies of any Materials which you have printed off or downloaded in any way must not be modified, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. 21.4 The content on the Product Software, including all information, text, graphics, images, hyperlinks, illustrations, designs, icons, photographs, documents, products, computer programs, services and written and other materials (collectively, the “Materials”), and such information is for general guidance purposes only. 21.5 Unless otherwise noted, all Materials are copyrights, trademarks, trade dress and/or other intellectual properties owned by, controlled by or licensed to Eaton or third parties (hereinafter, the “Third-Party Providers”). 21.6 Except as stated herein, and to the extent permitted by law, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Eaton or the Third-Party Provider. 21.7 Any use of these Materials on any other website or networked computer environment for any purpose is prohibited. Any unauthorized use of any Materials contained on this Product Software may violate copyright, trademark, and other laws, including but not limited to laws of privacy and publicity, and may result in severe civil and criminal penalties.

Intellectual Property Ownership. 21.1 20.1 This Agreement does not transfer any Intellectual Property Rights from Eaton to you. Except for the express licenses granted herein, all right, title and interest (including Intellectual Property Rights) in and to any intellectual property owned, created or independently developed by Eaton, including, but not limited to, the Product Software and any derivative work, customisation, modification or enhancement thereof (including all Intellectual Property Rights in any of the foregoing), whether developed prior to, during, or after this Agreement, will remain solely with Eaton and its licensors. Eaton grants no implied licenses hereunder. 21.2 20.2 You may provide suggestions, comments or other feedback (“Feedback”) relating to the Product Software. Your Feedback, even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for Eaton. Eaton shall be free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 21.3 20.3 You may print off one copy, and may download extracts, of any page(s) of the Materials solely for internal business purposes only. Any paper or digital copies of any Materials which you have printed off or downloaded in any way must not be modified, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. 21.4 20.4 The content on the Product Software, including all information, text, graphics, images, hyperlinks, illustrations, designs, icons, photographs, documents, products, computer programs, services and written and other materials (collectively, the “Materials”), and such information is for general guidance purposes only. 21.5 20.5 Unless otherwise noted, all Materials are copyrights, trademarks, trade dress and/or other intellectual properties owned by, controlled by or licensed to Eaton or third parties (hereinafter, the “Third-Party Providers”). 21.6 20.6 Except as stated herein, and to the extent permitted by law, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Eaton or the Third-Party Provider. 21.7 20.7 Any use of these Materials on any other website or networked computer environment for any purpose is prohibited. Any unauthorized use of any Materials contained on this Product Software may violate copyright, trademark, and other laws, including but not limited to laws of privacy and publicity, and may result in severe civil and criminal penalties.

Intellectual Property Ownership. 21.1 This Agreement does not transfer any Intellectual Property Rights from Eaton to you. Except for the express licenses granted herein, all All right, title and interest (in the Service and the Site, including Intellectual Property Rights) in technology and to trade secrets embodied therein and any intellectual property owned, Content or developments created or independently developed by Eatonprovided in connection with or related to the Service and the Site, includingincluding all copyrights, but not limited topatents, the Product Software trade secrets, trade dress and other proprietary rights, and any derivative workworks thereof, customisationshall belong solely and exclusively to TalentCare or its licensors, modification or enhancement thereof (including all Intellectual Property Rights and you shall have no rights whatsoever in any of the foregoing), whether developed prior to, during, . You acknowledge that the Service constitutes a valuable trade secret and/or is the confidential information of TalentCare or after this Agreement, will remain solely with Eaton and its licensors. Eaton grants no implied licenses hereunder. 21.2 You may provide suggestions, comments or other feedback (“Feedback”) relating to the Product Software. Your Feedback, even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for Eaton. Eaton shall be free to use, disclose, reproduce, license Nothing in this Agreement or otherwise distribute will be deemed to grant to you an ownership interest in the Service, in whole or in part. All Content and exploit such Feedback materials included as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 21.3 You may print off one copy, and may download extracts, of any page(s) part of the Materials solely for internal business purposes only. Any paper or digital copies of any Materials which you have printed off or downloaded in any way must not be modifiedService, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. 21.4 The content on the Product Software, including all information, such as text, graphics, logos, button icons, images, hyperlinksaudio clips, illustrationsinformation, designsdata, iconsforms, photographs, documentsgraphs, productsvideos, computer programstypefaces, services and written graphics, music, sounds, and other materials material, and software (collectively, the “MaterialsWorks”), ) are the property of TalentCare or its content suppliers and such information is for general guidance purposes only. 21.5 Unless otherwise noted, all Materials are protected by copyrights, trademarks, trade dress and/or secrets, or other intellectual properties owned byproprietary rights and these rights are valid and protected in all forms, controlled by media and technologies existing now or licensed to Eaton hereinafter developed. All Works are copyrighted as individual works and as a collective work under the U.S. copyright laws (17 U.S.C. Section 101, et. seq.) and international treaty provisions, and TalentCare owns a copyright in the selection, coordination, arrangement and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or third parties (hereinaftersale of, create derivative works from, or in any way exploit any of the “Third-Party Providers”). 21.6 Except Works, in whole or in part. Any use other than as stated contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Works, except as specifically permitted herein, is strictly prohibited. You understand and acknowledge that unauthorized disclosure, use or copying of the proprietary products and services provided pursuant to the extent permitted by this Agreement may cause TalentCare and its licensors irreparable injury, which may not be remedied at law, none and you agree that TalentCare and its licensors’ remedies for breach of the Materials this Agreement may be copied, reproduced, distributed, republished, downloaded, displayed, posted in equity by way of injunctive or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Eaton or the Third-Party Providerother equitable relief. 21.7 Any use of these Materials on any other website or networked computer environment for any purpose is prohibited. Any unauthorized use of any Materials contained on this Product Software may violate copyright, trademark, and other laws, including but not limited to laws of privacy and publicity, and may result in severe civil and criminal penalties.

Intellectual Property Ownership. 21.1 This Agreement does not transfer any Intellectual Property Rights from Eaton to you. Except for All materials that are part of the express licenses granted herein, all right, title and interest Service (including Intellectual Property Rights) in and to any intellectual property owned, created or independently developed by Eaton, including, but not limited to, the Product Software and any derivative work, customisation, modification or enhancement thereof (including all Intellectual Property Rights in any of the foregoing), whether developed prior to, during, or after this Agreement, will remain solely with Eaton and its licensors. Eaton grants no implied licenses hereunder. 21.2 You may provide suggestions, comments or other feedback (“Feedback”) relating to the Product Software. Your Feedback, even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for Eaton. Eaton shall be free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 21.3 You may print off one copy, and may download extracts, of any page(s) of the Materials solely for internal business purposes only. Any paper or digital copies of any Materials which you have printed off or downloaded in any way must not be modified, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. 21.4 The content on the Product Software, including all informationdesigns, text, graphics, imagespictures, hyperlinksvideo, illustrationsinformation, designsapplications, iconssoftware, photographsmusic, documents, products, computer programs, services and written sound and other materials (collectively, the “Materials”)files, and such information is for general guidance purposes only. 21.5 Unless otherwise noted, all Materials their selection and arrangement) are copyrights, trademarks, trade dress and/or other intellectual properties owned by, controlled protected by or licensed to Eaton or third parties (hereinafter, the “Third-Party Providers”). 21.6 Except as stated herein, and to the extent permitted by law, none law from unauthorized use. The entire contents of the Materials Service are copyrighted under the UK copyright laws and/or similar laws of other jurisdictions. You agree that no materials that are part of the Service may be modified, copied, distributed, framed, reproduced, distributed, republished, downloaded, scraped, displayed, posted posted, transmitted, or transmitted sold in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recordingin whole or in part, or otherwiseotherwise exploited without Enjoy Games’s express prior written permission, without except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. All other uses of copyrighted material, including any derivative use, require express prior express written permission of Eaton or the Third-Party Provider. 21.7 Any use of these Materials on any other website or networked computer environment for any purpose is prohibitedfrom "Enjoy Games". Any unauthorized use reproduction or redistribution of any Materials contained on this Product Software may violate copyright, trademark, and other laws, including but materials not limited to laws of privacy and publicity, in accordance with these Terms is expressly prohibited and may result in severe civil and criminal penalties. Some music is written by Xxxxx XxxXxxx (incompetech dot com) Licensed under Creative Commons: By Attribution 3.0 creativecommons dot org/licenses/by/3.0/ and/or its licensors remain the owners of right, title, and interest, including copyrights and other intellectual property rights, in and to all materials posted on the Services by "Enjoy Games". You acknowledge that you do not acquire any ownership rights by using the Service or by accessing any materials posted on the Service by "Enjoy Games", or any derivative works thereof. "Enjoy Games" grants you a personal, non-exclusive, non-transferable, revocable, limited scope license to use the Service solely for the purpose of viewing and using the applicable Services and for no other purpose whatsoever. Your license to use the Services is limited by these Terms. You agree that you are willingly publishing the content on the Service using technology and tools provided by "Enjoy Games". You understand and agree that you may not distribute, sell, transfer or license this content and/or application in any manner, in any country, or on any social network or other medium without the explicit written permission of "Enjoy Games". You grant "Enjoy Games" the right to act as an agent on your behalf as operator of the application. Any data, text, graphics, photographs and their selection and arrangement, (hereinafter “User Content”) uploaded to the Service are subject, whether in whole or in part, to unlimited commercial, non-commercial and/or promotional use by "Enjoy Games". Text, graphics, and photographs are uploaded by you and are the sole responsibility of the person from whom the User Content originated. Thus, users are responsible, and "Enjoy Games" is not responsible for any files users upload, post, or otherwise make available. "Enjoy Games" may or may not regulate User Content and does not guarantee the accuracy, quality, or integrity of any User Content posted via the application. By using the Service you acknowledge and accept that you may be exposed to material you find offensive or objectionable. You agree that "Enjoy Games" will not under any circumstances be liable for any User Content, including, but not limited to, errors in any User Content, or any loss or damage incurred by use of the User Content. "Enjoy Games" reserves the right to remove and permanently delete any User Content from the Service with or without notice.

Intellectual Property Ownership. 21.1 This Agreement does not transfer any Intellectual Property Rights from Eaton to you. Except for the express licenses granted herein, all Page4 All right, title and interest (in the Service, including Intellectual Property Rights) in technology and to trade secrets embodied therein and any intellectual property owned, custom developments created or independently developed by Eatonprovided in connection with or related to this Agreement, includingincluding all copyrights, but not limited topatents, the Product Software trade secrets, trade dress and other proprietary rights, and any derivative workworks thereof, customisationshall belong solely and exclusively to Centaland Trust or its licensors, modification or enhancement thereof (including all Intellectual Property Rights and you shall have no rights whatsoever in any of the foregoing), whether developed prior to, during, . You acknowledge that the Service constitutes a valuable trade secret and/or is the confidential information of Centaland Trust or after this Agreement, will remain solely with Eaton and its licensors. Eaton grants no implied licenses hereunder. 21.2 You may provide suggestions, comments or other feedback (“Feedback”) relating to the Product Software. Your Feedback, even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for Eaton. Eaton shall be free to use, disclose, reproduce, license Nothing in this Agreement or otherwise distribute will be deemed to grant to you an ownership interest in the Service, in whole or in part. All content and exploit such Feedback materials included as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 21.3 You may print off one copy, and may download extracts, of any page(s) part of the Materials solely for internal business purposes only. Any paper or digital copies of any Materials which you have printed off or downloaded in any way must not be modifiedService, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. 21.4 The content on the Product Software, including all information, such as text, graphics, logos, button icons, images, hyperlinksaudio clips, illustrationsinformation, designsdata, iconsforms, photographs, documentsgraphs, productsvideos, computer programstypefaces, services and written graphics, music, sounds, and other materials (collectively, the “Materials”)material, and such information software (the "Works") are the property of Centaland Trust or its content suppliers and is for general guidance purposes only. 21.5 Unless otherwise noted, all Materials are protected by copyrights, trademarks, trade dress and/or secrets, or other intellectual properties owned byproprietary rights and these rights are valid and protected in all forms, controlled by media and technologies existing now or licensed to Eaton hereinafter developed. All Works are copyrighted as individual works and as a collective work under copyright laws and international treaty provisions, and Centaland Trust owns a copyright in the selection, coordination, arrangement and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or third parties (hereinaftersale of, create derivative works from, or in any way exploit any of the “Third-Party Providers”). 21.6 Except Works, in whole or in part. Any use other than as stated contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Works, except as specifically permitted herein, is strictly prohibited. You understand and acknowledge that unauthorized disclosure, use or copying of the proprietary products and services provided pursuant to the extent permitted by this Agreement may cause Centaland Trust and its licensors irreparable injury, which may not be remedied at law, none and you agree that Centaland Trust and its licensors' remedies for breach of the Materials this Agreement may be copied, reproduced, distributed, republished, downloaded, displayed, posted in equity by way of injunctive or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Eaton or the Third-Party Providerother equitable relief. 21.7 Any use of these Materials on any other website or networked computer environment for any purpose is prohibited. Any unauthorized use of any Materials contained on this Product Software may violate copyright, trademark, and other laws, including but not limited to laws of privacy and publicity, and may result in severe civil and criminal penalties.

Intellectual Property Ownership. 21.1 This Agreement does not transfer any Intellectual Property Rights from Eaton (a) eNOVA and each Principal hereby irrevocably assigns to you. Except for Cybex, and Cybex shall be the express licenses granted hereinexclusive owner of, all right, title and interest (including Intellectual Property Rights) in and to any intellectual property ownedideas, created designs, inventions, discoveries, improvements, written materials, or independently developed by Eatonthe like that eNOVA or any Principal, or any of their respective affiliates, may conceive, make, invent, produce, develop or suggest during the Term of this Agreement relating to or useful in the fitness industry and all work product and documentation produced pursuant to or in connection with this Agreement (the “Developed Works”) including, without limitation, all eNOVA Technology and all applicable Intellectual Property Rights (as such term is defined hereinafter) thereto. For purposes of this Agreement, the term “Intellectual Property Rights” shall mean any and all now known or hereafter known tangible or intangible (i) rights associated with works of authorship throughout the universe, including but not limited toto copyrights, moral rights, and mask works, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature throughout the Product Software universe and any derivative workhowever designated), customisationwhether arising by operation of law, modification contract, license or enhancement otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including all Intellectual Property Rights any rights in any of the foregoing), whether developed prior to, during, or after this Agreement, will remain solely with Eaton and its licensors. Eaton grants no implied licenses hereunder. 21.2 You may provide suggestions, comments or other feedback (“Feedback”) relating to the Product Software. Your Feedback, even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for Eaton. Eaton shall be free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 21.3 You may print off one copy, and may download extracts, of any page(s) of the Materials solely for internal business purposes only. Any paper or digital copies of any Materials which you have printed off or downloaded in any way must not be modified, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. 21.4 The content on the Product Software, including all information, text, graphics, images, hyperlinks, illustrationsAll ideas, designs, iconsinventions, photographsdiscoveries, documentsimprovements, productswritten materials, computer programsor the like that eNOVA or any Principal, services or any of their respective affiliates, may conceive, make, invent, produce, develop or suggest relating to or useful in the fitness industry which are incorporated into any product which is sold and written and other materials (collectivelyshipped by eNOVA, the “Materials”), and such information is Principals or any third party to an end-user during the ten-month period following the Term of this Agreement shall automatically be deemed to be a Developed Work for general guidance purposes onlyof this Agreement. 21.5 Unless otherwise noted, all Materials are copyrights, trademarks, trade dress and/or other intellectual properties owned by, controlled by or licensed to Eaton or third parties (hereinafter, the “Third-Party Providers”). 21.6 Except as stated herein, and to the extent permitted by law, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Eaton or the Third-Party Provider. 21.7 Any use of these Materials on any other website or networked computer environment for any purpose is prohibited. Any unauthorized use of any Materials contained on this Product Software may violate copyright, trademark, and other laws, including but not limited to laws of privacy and publicity, and may result in severe civil and criminal penalties.

Intellectual Property Ownership. 21.1 This Agreement does not transfer any Intellectual Property Rights from Eaton to you. Except for the express licenses granted herein, all All right, title and interest in the Site, the Materials and the User Content (other than your own User Content), including Intellectual Property Rights) in technology and to trade secrets embodied therein and any intellectual property owned, custom devel- opments created or independently developed by Eatonprovided in connection with or related to this Agreement, includingincluding all copy- rights, but not limited topatents, the Product Software trade secrets, trade dress and other proprietary rights, and any derivative workworks thereof, customisationshall belong solely and exclusively to the Institute or its licensors, modification or enhancement thereof (including all Intellectual Property Rights and you shall have no rights whatsoever in any of the foregoing), whether developed prior to, during, foregoing other than the limited rights granted herein. You acknowledge that information on the Site may constitute a valuable trade secret and/or is the confidential information of the Institute or after this Agreement, will remain solely with Eaton and its licensors. Eaton grants no implied licenses hereunder. 21.2 You may provide suggestions, comments or other feedback (“Feedback”) relating to the Product Software. Your Feedback, even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for Eaton. Eaton shall be free to use, disclose, reproduce, license Nothing in this Agreement or otherwise distribute and exploit such Feedback as it sees fitwill be deemed to grant to you an ownership interest in the Site, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 21.3 You may print off one copy, and may download extracts, of any page(s) of the Materials solely for internal business purposes onlyor the User Content (other than your own User Content), in whole or in part. Any paper or digital copies of any Materials which you have printed off or downloaded in any way must not be modified, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. 21.4 The All content on the Product SoftwareSite, including all information, such as text, graphics, logos, button icons, images, hyperlinksaudio clips, illustrationsinfor- mation, designsdata, iconsforms, photographs, documentsgraphs, productsvideos, computer programstypefaces, services and written graphics, music, sounds, and other materials material, and software (collectively, the “MaterialsWorks”), ) are the property of the Institute or its content suppliers and such information is for general guidance purposes only. 21.5 Unless otherwise noted, all Materials are protected by copyrights, trademarks, trade dress and/or secrets, or other intellectual properties owned byproprietary rights and these rights are valid and protected in all forms, controlled by media and technologies existing now or licensed to Eaton hereinafter devel- oped. All Works are copyrighted as individual works and as a collective work under the Australian copyright laws and international treaty provisions, and the Institute owns a copyright in the se- lection, coordination, arrangement and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, par- ticipate in the transfer or third parties (hereinaftersale of, create derivative works from, or in any way exploit any of the “Third-Party Providers”). 21.6 Except Works, in whole or in part. Any use other than as stated contemplated herein, including the reproduc- tion, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Works, except as specifically permitted herein, is strictly prohibited. You understand and acknowledge that unauthorised disclosure, use or copying of the proprietary products and services provided pursuant to this Agreement may cause the extent permitted by Institute and its licen- sors irreparable injury, which may not be remedied at law, none and you agree that the Institute and its licensors’ remedies for breach of the Materials this Agreement may be copied, reproduced, distributed, republished, downloaded, displayed, posted in equity by way of injunctive or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Eaton or the Third-Party Providerother equitable relief. 21.7 Any use of these Materials on any other website or networked computer environment for any purpose is prohibited. Any unauthorized use of any Materials contained on this Product Software may violate copyright, trademark, and other laws, including but not limited to laws of privacy and publicity, and may result in severe civil and criminal penalties.

Intellectual Property Ownership. 21.1 This Agreement does 1. CLIENT acknowledges, understands and agrees that “Svaapta” may use its own and/or may purchase third party licenses for products or services that are necessary for “Svaapta” to perform the Services in connection with the Website. Such products may include, but are not limited to server-side applications, clip art, “back-end” applications, music, stock images, or any other copyrighted work (“Outside Content”) which “Svaapta” deems necessary to purchase on behalf of CLIENT to perform the Services. The Website shall also incorporate the materials, if any, provided by CLIENT and expressly identified in the Proposal or a separate Exhibit or Schedule to this Agreement, including, without limitation, trade or service marks, images, illustrations, graphics, multimedia files and/or text (“Client Content”), provided that CLIENT delivers such Client Content to “Svaapta” promptly and in such media and/or electronic file format(s) designated in the Specifications or otherwise requested by “Svaapta”. CLIENT further acknowledges and understands that any Outside Content used to perform the Services is owned by “Svaapta” and/or such third parties and cannot be transferred to CLIENT and is hereby specifically not transferred to CLIENT and shall remain the property of “Svaapta” and/or such third parties. Outside Content which is owned and/or purchased by “Svaapta” may be used in the design and/or development of other web sites and applications for other customers or clients of “Svaapta”. CLIENT and “Svaapta” agree that upon payment in full of the fees associated with the performance of the Services, CLIENT shall own a worldwide right, title, and interest in and to the Website and all other deliverables (other than Outside Content and Code Content, as defined below) (the “Custom Programming”). CLIENT and “Svaapta” agree that “Svaapta” shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer any Intellectual Property Rights from Eaton the Custom Programming. CLIENT and “Svaapta” also agree that the performance of the Services may include source code, documentation, and/or application programs that were previously written or developed by “Svaapta” and modified to youmeet CLIENT’s specific requirements (the “Code Content”). Except for “Svaapta” shall own all worldwide right, title, and interest (including copyright and other proprietary or intellectual property rights) in and to the express licenses granted hereinCode Content, but shall provide CLIENT (upon payment in full of the fees associated with the performance of the Services) a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Code Content in connection with the Services and Website. CLIENT shall retain all right, title and interest (including Intellectual Property Rightscopyright and other proprietary or intellectual property rights) in and to the Client Content. CLIENT grants to “Svaapta”, and “Svaapta” accepts from CLIENT, a non-exclusive, worldwide, royalty-free license for the term of this Agreement to edit, modify, adapt, translate, exhibit, publish, transmit, copy, prepare derivative works from, distribute, perform, display and use any intellectual property owned, created or independently developed by Eaton, including, but not limited to, Client Content in connection with the Product Software and any derivative work, customisation, modification or enhancement thereof (including all Intellectual Property Rights in any Website and/or Svaapta 's performance of the foregoing), whether developed prior to, during, or after this Agreement, will remain solely with Eaton and its licensors. Eaton grants no implied licenses hereunderServices. 21.2 You may provide suggestions, comments or other feedback (“Feedback”) relating to the Product Software. Your Feedback, even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for Eaton. Eaton shall be free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 21.3 You may print off one copy, and may download extracts, of any page(s) of the Materials solely for internal business purposes only. Any paper or digital copies of any Materials which you have printed off or downloaded in any way must not be modified, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. 21.4 The content on the Product Software, including all information, text, graphics, images, hyperlinks, illustrations, designs, icons, photographs, documents, products, computer programs, services and written and other materials (collectively, the “Materials”), and such information is for general guidance purposes only. 21.5 Unless otherwise noted, all Materials are copyrights, trademarks, trade dress and/or other intellectual properties owned by, controlled by or licensed to Eaton or third parties (hereinafter, the “Third-Party Providers”). 21.6 Except as stated herein, and to the extent permitted by law, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Eaton or the Third-Party Provider. 21.7 Any use of these Materials on any other website or networked computer environment for any purpose is prohibited. Any unauthorized use of any Materials contained on this Product Software may violate copyright, trademark, and other laws, including but not limited to laws of privacy and publicity, and may result in severe civil and criminal penalties.

Intellectual Property Ownership. 21.1 This Agreement does not transfer any Intellectual Property Rights from Eaton to you. Except for the express licenses granted herein, all right, title and interest (including Intellectual Property Rights) in and to any intellectual property owned, created or independently developed by EatonXxxxx, including, but not limited to, the Product Software and any derivative work, customisation, modification or enhancement thereof (including all Intellectual Property Rights in any of the foregoing), whether developed prior to, during, or after this Agreement, will remain solely with Eaton Xxxxx and its licensors. Eaton Xxxxx grants no implied licenses hereunder. 21.2 You may provide suggestions, comments or other feedback (“Feedback”) relating to the Product Software. Your Feedback, even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for EatonXxxxx. Eaton Xxxxx shall be free to use, disclose, reproduce, license or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. 21.3 You may print off one copy, and may download extracts, of any page(s) of the Materials solely for internal business purposes only. Any paper or digital copies of any Materials which you have printed off or downloaded in any way must not be modified, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. 21.4 The content on the Product Software, including all information, text, graphics, images, hyperlinks, illustrations, designs, icons, photographs, documents, products, computer programs, services and written and other materials (collectively, the “Materials”), and such information is for general guidance purposes only. 21.5 Unless otherwise noted, all Materials are copyrights, trademarks, trade dress and/or other intellectual properties owned by, controlled by or licensed to Eaton Xxxxx or third parties (hereinafter, the “Third-Party Providers”). 21.6 Except as stated herein, and to the extent permitted by law, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior express written permission of Eaton Xxxxx or the Third-Party Provider. 21.7 Any use of these Materials on any other website or networked computer environment for any purpose is prohibited. Any unauthorized use of any Materials contained on this Product Software may violate copyright, trademark, and other laws, including but not limited to laws of privacy and publicity, and may result in severe civil and criminal penalties.