Common use of OWNERSHIP AND COPYRIGHT AND TRADEMARK NOTICES Clause in Contracts

OWNERSHIP AND COPYRIGHT AND TRADEMARK NOTICES. 3.1 Riverdeep retains and shall have ownership of all licensed intellectual property, including registered and unregistered copyrights and trademarks (and all good will derived therefrom), character assets, software code, package design, trade dress and marketing collateral, and any and all modifications, enhancements and derivative works thereof and all Intellectual Property Rights embodied therein and related thereto. All package art and marketing collateral shall be created as a work for hire, owned by Distributor, except to the extent otherwise required by Riverdeep's licensors. Distributor shall cooperate with Riverdeep to meet the requirements of such licensors as pertains to the creation of packaging art and marketing collateral. Upon Riverdeep's request, no more frequently than once each quarter during the Term, Distributor shall irrevocably assign and transfer to Riverdeep in perpetuity and throughout the Universe any and all of Distributor's right, title and interest (including, without limitation, the rights generally known as "moral rights" to the extent assignable) in the packaging art and marketing collateral for the Products created by or on behalf of Distributor, without representation or warranty other than that Distributor has not itself theretofore assigned or transferred any rights therein. In addition, upon and within fifteen (15) days of Riverdeep's request, no more frequently than once each quarter during the Term, Distributor shall also provide archived files of all such materials in the same form and format in which Distributor uses such materials at no cost to Riverdeep. Distributor shall not create a unitary composite xxxx involving Riverdeep's trademarks or trade names. Distributor agrees that all use of such Riverdeep trademarks and trade names shall be pursuant to Riverdeep's use guidelines, shall inure to the benefit, and be on behalf, of Riverdeep.

OWNERSHIP AND COPYRIGHT AND TRADEMARK NOTICES. 3.1 Riverdeep retains and shall have ownership of all licensed intellectual property, including registered and unregistered copyrights and trademarks (and all good will derived therefrom), character assets, software code, package design, trade dress and marketing collateral, and any and all modifications, enhancements and derivative works thereof and all Intellectual Property Rights embodied therein and related thereto. All package art and marketing collateral shall be created as a work for hire, owned by Distributor, except to the extent otherwise required by Riverdeep's licensors. Distributor shall cooperate with Riverdeep to meet the requirements of such licensors as pertains to the creation of packaging art and marketing collateral. Upon Riverdeep's request, no more frequently than once each quarter during the Term, Distributor shall irrevocably assign and transfer to Riverdeep in perpetuity and throughout the Universe any and all of Distributor's right, title and interest (including, without limitation, the rights generally known as "moral rights" to the extent assignable) in the packaging art and marketing collateral for the Products created by or on behalf of Distributor, without representation or warranty other than that Distributor has not itself theretofore assigned or transferred any rights therein. In addition, upon and within fifteen (15) days of Riverdeep's request, no more frequently than once each quarter during the Term, Distributor shall also provide archived files of all such materials in the same form and format in which Distributor uses such materials at no cost to Riverdeep. Distributor shall not create a unitary composite xxxx involving Riverdeep's trademarks or trade names. Distributor agrees that all use of such Riverdeep trademarks and trade names shall be pursuant to Riverdeep's use guidelines, shall inure to the benefit, and be on behalf, of Riverdeep.. 3.2 Distributor hereby agrees that at the termination or expiration of this Agreement, Distributor shall and does assign, transfer and convey to Riverdeep all trademarks, service marks, copyrights, equities, good will titles or other rights, titles and interests throughout the world in and to the Products (including all packaging, marketing collateral and related materials, but excluding Distributor's logo and any other trademarks propriety to Distributor and unrelated to the Products) which may have been obtained by Distributor or which may have vested in Distributor as a result of its activities under this Agreement, and that Distributor shall immediately execute any instruments requested by Riverdeep to accomplish or confirm the foregoing. No consideration other than the mutual covenants and considerations of this Agreement shall be necessary for any such assignment, transfer, or conveyance. Distributor expressly understands and agrees that following termination or expiration of this Agreement it retains no right to exploit or continue to exploit or in any way deal with copies of, in any fashion and/or by any means, the Products or any elements thereof, or packaging, promotion or advertising related thereto or to the Products, and/or other works which embody the Products in whole or in part which it created pursuant to this Agreement, without Riverdeep's prior consent. 3.3 Distributor may not adopt any trademark, trade name, design, logo or symbol, which is similar to or likely to be confused with or to dilute any Riverdeep xxxx, name, logo or other intellectual property. Any sale of a Product shall include the copyright, trademark and other proprietary rights notices as are contained on the masters of such Product (including the documentation) or as may be 6 <PAGE> specified from time to time by Riverdeep. The Products shall feature the Riverdeep brands. Distributor shall xxxx all packaging to indicate itself as the manufacturer and distributor of the products, under license from Riverdeep Inc., a Limited Liability Company, and its licensors. All packaging is subject to Riverdeep's approval. Riverdeep's approval of such packaging shall be deemed to constitute Distributor's compliance with the packaging requirements of this Agreement. 4. LICENSE FEES; GUARANTEED ROYALTY; THIRD PARTY LICENSING REIMBURSEMENT. 4.1