Common use of Other Developed Materials Clause in Contracts

Other Developed Materials. Excluding all information described in Sections 5.1 and 5.2 above and all intellectual property rights with respect thereto, the following shall govern. (a) Except as otherwise agreed to in a Statement of Work, any Systems, materials, techniques, policies, practices, procedures, processes, work flows, ideas and know-how, which are jointly developed by Administrator, Customer and/or Customer Designees (the “Jointly Developed Materials”) and all intellectual property rights with respect thereto, shall, as between the Parties, be the exclusive property of Administrator. (b) Customer irrevocably and unconditionally assigns to Administrator all its right, title and interest in and to the Jointly Developed Materials, including, without limitation, all intellectual property rights with respect thereto. (c) Customer shall have a non-exclusive, non-assignable, non-transferable, perpetual, royalty-free right to use, copy, modify, create derivative works from, and to permit third parties to do the foregoing, the Jointly Developed Materials in its business, without any further obligation to Administrator with respect to such Jointly Developed Materials. (d) For the avoidance of doubt: (i) nothing in this Section 5.3 shall give Customer any ownership, license or other rights in or to any Administrator Software; and (ii) nothing in this Section 5.3 shall give Administrator any ownership, license or other rights in or to any Customer Information. (e) Notwithstanding the above, for Jointly Developed Materials expressly identified in a Statement of Work or Change Order pursuant to the Change Procedures, as providing Customer a competitive advantage and where such Statement of Work refers to this Section, Administrator shall not make those Jointly Developed Materials available to any other customer for a period of eighteen (18) months from the date such Jointly Developed Materials go into the production environment. The foregoing shall not prevent Administrator from independently developing similar materials for other customers so long as Administrator does not refer to the Jointly Developed Materials developed for Customer which are subject to this Section 5.3(e).

Other Developed Materials. Excluding all information items described in Sections 5.1 7.1 and 5.2 7.2 above and all intellectual property rights Intellectual Property Rights with respect thereto, except as may be otherwise expressly set forth in any Statement of Work, the following shall govern.: (a) Except as otherwise agreed to in a Statement of Work, any 7.3.1. Any Systems, materials, techniques, policies, practices, procedures, processes, work flows, ideas and know-how, which are jointly developed by AdministratorVendor, Customer and/or Customer Designees including that which the parties expressly agree in writing should be deemed items subject to this Section 7.3.1, and all Intellectual Property Rights with respect thereto (the “Jointly Developed Materials”) and all intellectual property rights with respect thereto), shall, as between the Parties, be the exclusive property of AdministratorVendor. For the avoidance of doubt, any joint development activity, the results and intellectual property of which Vendor intends to be the exclusive owner under this Section 7.3.1, must be agreed in writing in advance by Customer and/or Customer Designee. (b) 7.3.2. Customer irrevocably and unconditionally assigns to Administrator Vendor all its right, title and interest in and to the Jointly Developed Materials, including, without limitation, all intellectual property rights with respect thereto. (c) 7.3.3. Vendor irrevocably and unconditionally grants, and Customer shall have have, a non-exclusive, non-assignable, non-transferable, perpetual, royalty-free right to use, modify, enhance, copy, modifypublish, transmit, perform, display, create derivative works from, from and to permit third parties to do the foregoing, otherwise use the Jointly Developed Materials in its business, without any further obligation or accounting to Administrator Vendor with respect to such Jointly Developed Materials. (d) 7.3.4. For the avoidance of doubt: (i) nothing in this Section 5.3 7.3 shall give Customer any ownership, license or other rights in or to any Administrator Vendor Software; and (ii) nothing in this Section 5.3 7.3 shall give Administrator Vendor any ownership, license or other rights in or to any Customer Information. (e) 7.3.5. Notwithstanding the above, for from time to time Customer may request Vendor to assist Customer in developing Jointly Developed Materials expressly identified in a Statement of Work which may contain ideas or Change Order pursuant to the Change Procedures, as providing know-how which Customer states would give Customer a competitive advantage and where advantage. For such Statement of Work refers to this Section, Administrator shall not make those Jointly Developed Materials available to any other customer for developments specifically identified by the Parties as being a period of eighteen (18) months from the date such Jointly Developed Materials go into the production environment. The foregoing shall not prevent Administrator from independently developing similar materials for other customers so long as Administrator does not refer to the Jointly Developed Materials developed for Customer which are competitive development subject to this Section 5.3(ein writing in accordance with the Change Procedures (“Competitive Developments”), if Vendor develops such Competitive Developments, the rights and obligations of the Parties shall be as specified in such writing executed in accordance with the Change Procedures.