Common use of IPR Ownership Clause in Contracts

IPR Ownership. 12.1 Subject to Clause 13 below and anything to the contrary in the applicable Specific Schedule(s) or as agreed in a particular Order, as between Reseller and the Supplier, all Intellectual Property Rights in the Products shall be owned by the Supplier. The Supplier grants to the Reseller Group for the term as indicated in the Order a non-exclusive, worldwide, irrevocable license to resell the Products as standalone and Combined Products together with Reseller`s products and to permit its End Users to use the Products, including as Combined Products. Such license shall include the right to have any third party exercise such rights for the benefit of Reseller and Reseller Group. 12.2 In those cases, where natural language processing, text signal and image processing, machine learning technologies, or other cognitive capabilities for analyzing and processing data and content are used, any content including without limitation data used in or with the instances, processed content, output or results based on Reseller or End Customer content, as well as any enhancement or variation of such Instances based on or resulting from processing Reseller or End Customer con- tent shall remain at all times the property of Reseller. Supplier will not use or disclose such Reseller content, output or results and enhance- ments or variations of the Instances 12.3 Supplier represents and warrants that, if it has used or uses open source software or the Product contains open source software, Supplier has used, modified, and/or further developed the open source software in full compliance with the underlying license terms and conditions and such open source software has no viral effect on Reseller’s and its Af- filiate’s Intellectual Property Rights regardless of how such open source software is utilized, (b) will not subject reseller Group’s prod- ucts to any open source software licensing terms, regardless of how such open source software is utilized, and (c) will not include any terms that restrict Reseller Group’s full freedom of action, including, without limitation, any use restrictions. 12.4 The Supplier grants to the Reseller a temporary, royalty-free, non- exclusive licence to use the trademarks of the Supplier which are con- nected with the Products (the "Supplier Trademarks" subject to the fol- lowing conditions: 12.4.1 the Reseller shall only use the Supplier Trademarks as necessary for the purposes of performing its obligations under this Reseller Agreement; 12.4.2 the licence granted pursuant to this Clause 12.3 shall terminate on expiry or termination of a Reseller Agreement. 12.5 Subject to anything to the contrary agreed in a particular Order, the Supplier assigns to Reseller, with full title guarantee and free from all third party rights, the Intellectual Property Rights and all other rights in all modifications of the Products which have been made by or spe- cifically for Reseller. 12.6 At its own expense, the Supplier shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to a Reseller Agreement, including securing for Reseller all right, title and interest in and to the Intellectual Property Rights and all other rights assigned to Reseller in accordance with Clause 13. 12.7 The parties acknowledge and agree that at all times the Reseller Materials shall be the property of the applicable member of the Reseller Group. Nothing in this Reseller Agreement shall transfer any right or title in the Reseller Materials to the Supplier. Reseller grants to the Sup- plier a license to use the Reseller Materials free of charge and on a non- exclusive, worldwide, basis solely to such extent as is necessary to en- able the Supplier to provide the Products.

IPR Ownership. 12.1 Subject to Clause 13 below and anything to the contrary in the applicable Specific Schedule(s) or as agreed in a particular Order, as between Reseller and the Supplier, all Intellectual Property Rights in the Products shall be owned by the Supplier. The Supplier grants to the Reseller Group for the term as indicated in the Order a non-non- exclusive, worldwide, irrevocable license to resell the Products as standalone stand-alone and Combined Products together with Reseller`s products and to permit its End Users to use the Products, including as Combined Products. Such license shall include the right to have any third party exercise such rights for the benefit of Reseller and Reseller Group. 12.2 In those cases, where natural language processing, text signal and image processing, machine learning technologies, or other cognitive capabilities for analyzing and processing data and content are used, any content including without limitation data used in or with the instances, processed content, output or results based on Reseller or End Customer content, as well as any enhancement or variation of such Instances based on or resulting from processing Reseller or End Customer con- tent shall remain at all times the property of Reseller. Supplier will not use or disclose such Reseller content, output or results and enhance- ments or variations of the Instances 12.3 Supplier represents and warrants that, if it has used or uses open source software or the Product contains open source software, Supplier has used, modified, and/or further developed the open source software in full compliance with the underlying license terms and conditions and such open source software has no viral effect on Reseller’s and its Af- filiateAffiliate’s Intellectual Property Rights regardless of how such open source software is utilized, (b) will not subject reseller Group’s prod- ucts to any open source software licensing terms, regardless of how such open source software is utilized, and (c) will not include any terms that restrict Reseller Group’s full freedom of action, including, without limitation, any use restrictionsRights. 12.4 12.3 The Supplier grants to the Reseller a temporary, royalty-free, non- exclusive licence to use the trademarks of the Supplier which are con- nected connected with the Products (the "Supplier Trademarks" subject to the fol- lowing following conditions: 12.4.1 12.3.1 the Reseller shall only use the Supplier Trademarks as necessary for the purposes of performing its obligations under this Reseller Agreement; 12.4.2 12.3.2 the licence granted pursuant to this Clause 12.3 shall terminate on expiry or termination of a Reseller Agreement. 12.5 12.4 Subject to anything to the contrary agreed in a particular Order, the Supplier assigns to Reseller, with full title guarantee and free from all third party rights, the Intellectual Property Rights and all other rights in all modifications of the Products which have been made by or spe- cifically specifically for Reseller. 12.6 12.5 At its own expense, the Supplier shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to a Reseller Agreement, including securing for Reseller all right, title and interest in and to the Intellectual Property Rights and all other rights assigned to Reseller in accordance with Clause 13. 12.7 12.6 The parties acknowledge and agree that at all times the Reseller Materials shall be the property of the applicable member of the Reseller Group. Nothing in this Reseller Agreement shall transfer any right or title in the Reseller Materials to the Supplier. Reseller grants to the Sup- plier Supplier a license to use the Reseller Materials free of charge and on a non- exclusivenonexclusive, worldwide, basis solely to such extent as is necessary to en- able enable the Supplier to provide the Products.