Common use of Ownership and Licensing of Intellectual Property Clause in Contracts

Ownership and Licensing of Intellectual Property. 3.1 Each SPONSOR shall retain ownership (including, but not limited to, the right to publish or distribute without any obligation of confidentiality, notwithstanding any terms of this Agreement to the contrary) of any of its LICENSED MATERIALS that such SPONSOR offers for use in the development of or for inclusion in a SPECIFICATION or OTHER OUT- PUT, as well as of such SPONSOR’s implementations of the technologies described in a SPECIFICATION. Where two or more SPONSORS jointly develop LICENSED MATERI- ALS or intellectual property appurtenant thereto (such as copyrights or patent rights) as part of their work on the Liberty Alliance, such SPONSORS shall jointly own any such LICENSED MATERIALS and intellectual property, without any obligation of accounting to each other or to the other PARTICIPANTS. All the foregoing ownership rights are subject to any underlying licenses granted in this Agreement. 3.2 To the extent to which a SPECIFICATION or OTHER OUTPUT constitutes a copyrightable work distinct from any PARTICIPANT's copyright interests in Licensed Materials included as part of such SPECIFICATION or OTHER OUTPUT or from which they are derived, the copyright in such SPECIFICATION or OTHER OUTPUT shall be owned by the contribut- ing PARTICIPANTS. 3.3 Each SPONSOR understands and agrees that neither the EXPERT GROUP nor the MAN- AGEMENT BOARD has any obligation to include as part of any SPECIFICATION or OTHER OUTPUTS any LICENSED MATERIALS offered by such SPONSOR. 3.4 Each SPONSOR hereby grants to each other PARTICIPANT engaged in the work of an EXPERT GROUP a limited, irrevocable, non-exclusive, worldwide, no-fee, royalty-free right and license of such SPONSOR’s LICENSED MATERIALS and under such SPON- SOR’s NECESSARY CLAIMS solely to conduct the work of the EXPERT GROUP up to the point at which the MANAGEMENT BOARD approves (or rejects) a proposed FINAL SPECIFICATION or OTHER OUPUT recommended by the EXPERT GROUP in question. 3.5 If and to the extent a FINAL SPECIFICATION or OTHER OUTPUT includes any LICENSED MATERIALS or is subject to any NECESSARY CLAIMS of a SPONSOR, the SPONSORS grant licenses as follows: (a) Except as otherwise provided in Section 10.1, each SPONSOR hereby grants to all other parties an irrevocable, perpetual, non-exclusive, worldwide, paid-up copyright license to reproduce, display, perform, prepare and have prepared derivative works based upon, distribute and sublicense the LICENSED MATERIALS included in the FINAL SPECIFICATION and OTHER OUTPUT and derivative works thereof as set out in this Agreement, including the right to authorize SUBSIDIARIES to do any, some or all of the foregoing, and including under any copyright interest such SPON- SOR holds in the SPECIFICATION or OTHER OUTPUT that is distinct from its copy- right interest(s) in the LICENSED MATERIALS included in such SPECIFICATION or OTHER OUTPUT; provided, however, that each SPONSOR acknowledges that the provisions described in Section 9 of this Agreement are the means by which the Lib- erty Alliance seeks to act as the xxxxxxx for defining and revising SPECIFICATIONS and certain forms of OTHER OUTPUT (e.g. Policies), and no SPONSOR shall take any actions under the foregoing license, including but not limited to granting subli- censes to third parties, that would be inconsistent with this intention. (b) Except as otherwise provided in Section 10.2, each SPONSOR (on behalf of itself and its SUBSIDIARIES) hereby covenants to grant to any other person or legal entity (whether or nor such person or entity is also a PARTICIPANT) a no-fee, royalty-free, nonexclusive, nontransferable, license under its NECESSARY CLAIMS to implement any FINAL SPECIFICATION and OTHER OUTPUT, but only to the extent needed to be FULLY COMPLIANT, and sell, promote or otherwise distribute the resulting implementation, which license may be made subject to the condition that those who seek licenses under this Section 3.5(b) agree to grant reciprocal, no-fee, royalty-free, non-exclusive, nontransferable licenses under their NECESSARY CLAIMS to such SPONSOR and all other parties necessary to implement the FINAL SPECIFICATION in a Fully Compliant manner. Except as set forth herein, the negotiation of licenses pursuant to this Section 3.5(b) shall be left to the parties concerned. Notwithstanding the foregoing, no SPONSOR shall be required to grant a license pursuant to this Sec- tion with respect to; (i) any enabling technologies that may be necessary to make or use any product or portion thereof that complies with a FINAL SPECIFICATION and OTHER OUTPUT, but are not themselves expressly set forth in that FINAL SPECIFI- CATION and OTHER OUTPUT (e.g. semiconductor manufacturing technology, com- piler technology, object oriented technology, basic operating system technology, database technology, etc.); (ii) the implementation of other specifications, even if referred to in a FINAL SPECIFICATION and OTHER OUTPUT; or (iii) any portion of any product and any combinations thereof the sole purpose or function of which is not required in order to be FULLY COMPLIANT with a FINAL SPECIFICATION and OTHER OUTPUT. Additionally, in no event shall a SPONSOR be required to grant a license pursuant to this Section 3.5(b) with respect to technology that is not required to implement a FINAL SPECIFICATION and OTHER OUTPUT. (c) Corresponding licenses to be granted by ASSOCIATES and by AFFILIATES (where applicable) are as specified in the ASSOCIATES Agreement and AFFILIATES Agree- ment, respectively. 3.6 Except as explicitly set forth in this Agreement, a SPONSOR does not grant any PARTICI- PANT or third party any rights or licenses to any patents, copyrights, trademarks, trade secrets or other intellectual property rights of such SPONSOR. 3.7 By a seventy five per cent (75%) majority vote of its members, the MANAGEMENT BOARD may agree to establish one or more trademarks ("TRADEMARK") where the Board concludes that such establishment will serve the goals and objectives of the Liberty Alli- ance including, for example, to indicate compliance of an implementation of a FINAL SPECIFICATION with that SPECIFICATION and other requirements approved by the MANAGEMENT BOARD; provided, however, that the MANAGEMENT BOARD shall use reasonable efforts and act in good faith not to establish a TRADEMARK that would be con- fusingly similar to any trademark or service mark owned by any SPONSOR. Any TRADE- MARK established under this Section 3.6 shall be owned by a trust or other entity ("TRADEMARK OWNER") established by the MANAGEMENT BOARD on behalf of the SPONSORS. The TRADEMARK OWNER will use commercially reasonable efforts to clear and register the TRADEMARK in those countries designated by the MANAGEMENT BOARD as necessary countries, with appropriate input from the SPONSORS. The TRADE- MARK OWNER will license all PARTICIPANTS to use the TRADEMARK pursuant to terms to be stated in a license agreement in a form approved by the TRADEMARK OWNER and MANAGEMENT BOARD. 3.8 Each SPONSOR shall be offered access to any password-protected areas of the Liberty Alli- ance website.

Ownership and Licensing of Intellectual Property. 3.1 Each SPONSOR PARTICIPANT shall retain ownership (including, but not limited to, the right to publish or distribute without any obligation of confidentiality, notwithstanding any terms of this Agreement to the contrary) of any of its LICENSED MATERIALS that such SPONSOR PARTICIPANT offers for use in the development of or for inclusion in a SPECIFICATION or OTHER OUT- PUTSPECIFICATION, as well as of such SPONSOR’s PARTICIPANT’S implementations of the technologies described in a SPECIFICATION. Where two or more SPONSORS PARTICIPANTS jointly develop LICENSED MATERI- ALS MATERIALS or intellectual property appurtenant thereto (such as copyrights or patent rights) as part of their work on the in Liberty Alliance, such SPONSORS PARTICIPANTS shall jointly own any such LICENSED MATERIALS and intellectual property, without any obligation of accounting to each other or to the other PARTICIPANTS. All the foregoing ownership rights are subject to any underlying licenses granted in this Agreement. 3.2 To the extent to which a SPECIFICATION or OTHER OUTPUT constitutes a copyrightable work distinct from any PARTICIPANT's 'S copyright interests in Licensed Materials LICENSED MATERIALS included as part of such SPECIFICATION or OTHER OUTPUT or from which they are derived, the copyright in such SPECIFICATION or OTHER OUTPUT shall be jointly owned by the contribut- ing contributing PARTICIPANTS, without any obligation of accounting. 3.3 Each SPONSOR PARTICIPANT understands and agrees that neither the EXPERT GROUP nor the MAN- AGEMENT MANAGEMENT BOARD has any obligation to include as part of any SPECIFICATION or OTHER OUTPUTS any LICENSED MATERIALS offered by such SPONSORPARTICIPANT. 3.4 Each SPONSOR PARTICIPANT hereby grants to each other PARTICIPANT engaged in the work of an EXPERT GROUP a limited, irrevocable, non-exclusive, worldwide, no-fee, royalty-free right and license of such SPONSOR’s PARTICIPANT’S LICENSED MATERIALS and under such SPON- SOR’s any of the PARTICIPANT’S claims that would be NECESSARY CLAIMS if the LICENSED MATERIALS were included in a FINAL SPECIFICATION solely to conduct the work of the EXPERT GROUP up to the point at which the MANAGEMENT BOARD approves (or rejects) a proposed FINAL DRAFT SPECIFICATION or OTHER OUPUT recommended by the EXPERT GROUP in question. 3.5 If and to the extent a specific FINAL SPECIFICATION or OTHER OUTPUT includes any LICENSED MATERIALS or is subject to any NECESSARY CLAIMS of a SPONSORPARTICIPANT, the SPONSORS PARTICIPANTS grant licenses as follows: (a) Except as otherwise provided in Section 10.112.1, each SPONSOR PARTICIPANT hereby grants to all other parties an irrevocable, perpetual, non-exclusive, worldwide, paid-up copyright license to reproduce, display, perform, prepare and have prepared derivative works based upon, distribute and sublicense the its LICENSED MATERIALS included in the specific FINAL SPECIFICATION and OTHER OUTPUT and derivative works thereof as set out in this Agreement, including the right to authorize SUBSIDIARIES to do any, some or all of the foregoing, and including under any copyright interest such SPON- SOR PARTICIPANT holds in the FINAL SPECIFICATION or OTHER OUTPUT that is distinct from its copy- right interest(s) in the LICENSED MATERIALS included in such SPECIFICATION or OTHER OUTPUTFINAL SPECIFICATION; provided, however, that each SPONSOR PARTICIPANT acknowledges that the provisions described in Section 9 10 of this Agreement are the means by which the Lib- erty Liberty Alliance seeks to act as the xxxxxxx for defining and revising SPECIFICATIONS and certain forms of OTHER OUTPUT (e.g. Policies)FINAL SPECIFICATIONS, and no SPONSOR PARTICIPANT shall take any actions under the foregoing license, including but not limited to granting subli- censes sublicenses to third parties, that would be inconsistent with this intention. (b) (i) Except as otherwise provided in Section 10.212.1, each SPONSOR PARTICIPANT (on behalf of itself and its SUBSIDIARIES) hereby covenants to grant to any other person or legal entity (whether or nor not such person or entity is also a PARTICIPANT) a no-fee, royalty-free, nonexclusive, nontransferable, license under its NECESSARY CLAIMS to implement any the specific FINAL SPECIFICATION and OTHER OUTPUTfrom an EXPERT GROUP or from a SERVICES GROUP SUBTEAM of which the PARTICIPANT was a member when the FINAL SPECIFICATION was released by the SERVICES GROUP SUBTEAM, but only to the extent needed to be a FULLY COMPLIANTCOMPLIANT IMPLEMENTATION, and sell, promote or otherwise distribute the resulting implementation, which license may be made subject to the condition that those who seek licenses under this Section 3.5(b3.5(b)(i) agree to grant reciprocal, no-fee, royalty-free, non-exclusive, nontransferable licenses under their NECESSARY CLAIMS to such SPONSOR PARTICIPANT and all other parties necessary to implement the specific FINAL SPECIFICATION in as a Fully Compliant mannerFULLY COMPLIANT IMPLEMENTATION. Except as set forth herein, the negotiation of licenses pursuant to this Section 3.5(b3.5(b)(i) shall be left to the parties concerned. Notwithstanding the foregoing, no SPONSOR PARTICIPANT shall be required to grant a license pursuant to this Sec- tion Section 3.5(b)(i) with respect to; (i) any enabling technologies that may be necessary to make or use any product or portion thereof that complies with a FINAL SPECIFICATION and OTHER OUTPUTSPECIFICATION, but are not themselves expressly set forth in that FINAL SPECIFI- CATION and OTHER OUTPUT SPECIFICATION (e.g. semiconductor manufacturing technology, com- piler compiler technology, object oriented technology, basic operating system technology, database technology, etc.); (ii) the implementation of other specifications, even if referred to in a FINAL SPECIFICATION and OTHER OUTPUTSPECIFICATION; or (iii) any portion of any product and any combinations thereof the sole purpose or function of which is not required in order to be a FULLY COMPLIANT with a FINAL SPECIFICATION and OTHER OUTPUT. Additionally, in no event shall a SPONSOR be required to grant a license pursuant to this Section 3.5(b) with respect to technology that is not required to implement a FINAL SPECIFICATION and OTHER OUTPUT. (c) Corresponding licenses to be granted by ASSOCIATES and by AFFILIATES (where applicable) are as specified in the ASSOCIATES Agreement and AFFILIATES Agree- ment, respectively. 3.6 Except as explicitly set forth in this Agreement, a SPONSOR does not grant any PARTICI- PANT or third party any rights or licenses to any patents, copyrights, trademarks, trade secrets or other intellectual property rights of such SPONSOR. 3.7 By a seventy five per cent (75%) majority vote of its members, the MANAGEMENT BOARD may agree to establish one or more trademarks ("TRADEMARK") where the Board concludes that such establishment will serve the goals and objectives of the Liberty Alli- ance including, for example, to indicate compliance of an implementation IMPLEMENTATION of a FINAL SPECIFICATION with that SPECIFICATION and other requirements approved by the MANAGEMENT BOARD; provided, however, that the MANAGEMENT BOARD shall use reasonable efforts and act in good faith not to establish a TRADEMARK that would be con- fusingly similar to any trademark or service mark owned by any SPONSOR. Any TRADE- MARK established under this Section 3.6 shall be owned by a trust or other entity ("TRADEMARK OWNER") established by the MANAGEMENT BOARD on behalf of the SPONSORS. The TRADEMARK OWNER will use commercially reasonable efforts to clear and register the TRADEMARK in those countries designated by the MANAGEMENT BOARD as necessary countries, with appropriate input from the SPONSORS. The TRADE- MARK OWNER will license all PARTICIPANTS to use the TRADEMARK pursuant to terms to be stated in a license agreement in a form approved by the TRADEMARK OWNER and MANAGEMENT BOARDSPECIFICATION. 3.8 Each SPONSOR shall be offered access to any password-protected areas of the Liberty Alli- ance website.

Ownership and Licensing of Intellectual Property. 3.1 Each SPONSOR PARTICIPANT shall retain ownership (including, but not limited to, the right to publish or distribute without any obligation of confidentiality, notwithstanding any terms of this Agreement to the contrary) of any of its LICENSED MATERIALS that such SPONSOR PARTICIPANT offers for use in the development of or for inclusion in a SPECIFICATION or OTHER OUT- PUTOUTPUT, as well as of such SPONSOR’s PARTICIPANT’S implementations of the technologies described in a SPECIFICATION. Where two or more SPONSORS PARTICIPANTS jointly develop LICENSED MATERI- ALS MATERIALS or intellectual property appurtenant thereto (such as copyrights or patent rights) as part of their work on the in Liberty Alliance, such SPONSORS PARTICIPANTS shall jointly own any such LICENSED MATERIALS and intellectual property, without any obligation of accounting to each other or to the other PARTICIPANTS. All the foregoing ownership rights are subject to any underlying licenses granted in this Agreement. 3.2 To the extent to which a SPECIFICATION or OTHER OUTPUT constitutes a copyrightable work distinct from any PARTICIPANT's 'S copyright interests in Licensed Materials LICENSED MATERIALS included as part of such SPECIFICATION or OTHER OUTPUT or from which they are derived, the copyright in such SPECIFICATION or OTHER OUTPUT shall be owned by the contribut- ing contributing PARTICIPANTS. 3.3 Each SPONSOR PARTICIPANT understands and agrees that neither the EXPERT GROUP nor the MAN- AGEMENT MANAGEMENT BOARD has any obligation to include as part of any SPECIFICATION or OTHER OUTPUTS any LICENSED MATERIALS offered by such SPONSORPARTICIPANT. 3.4 Each SPONSOR PARTICIPANT hereby grants to each other PARTICIPANT engaged in the work of an EXPERT GROUP a limited, irrevocable, non-exclusive, worldwide, no-fee, royalty-free right and license of such SPONSOR’s PARTICIPANT’S LICENSED MATERIALS and under such SPON- SOR’s PARTICIPANT’S NECESSARY CLAIMS solely to conduct the work of the EXPERT GROUP up to the point at which the MANAGEMENT BOARD approves (or rejects) a proposed FINAL DRAFT SPECIFICATION or OTHER OUPUT recommended by the EXPERT GROUP in question. 3.5 If and to the extent a specific FINAL SPECIFICATION or OTHER OUTPUT includes any LICENSED MATERIALS or is subject to any NECESSARY CLAIMS of a SPONSORPARTICIPANT, the SPONSORS PARTICIPANTS grant licenses as follows: (a) Except as otherwise provided in Section 10.112.1, each SPONSOR PARTICIPANT hereby grants to all other parties an irrevocable, perpetual, non-exclusive, worldwide, paid-up copyright license to reproduce, display, perform, prepare and have prepared derivative works based upon, distribute and sublicense the LICENSED MATERIALS included in the specific FINAL SPECIFICATION and OTHER OUTPUT and derivative works thereof as set out in this Agreement, including the right to authorize SUBSIDIARIES to do any, some or all of the foregoing, and including under any copyright interest such SPON- SOR PARTICIPANT holds in the FINAL SPECIFICATION or OTHER OUTPUT that is distinct from its copy- right copyright interest(s) in the LICENSED MATERIALS included in such FINAL SPECIFICATION or OTHER OUTPUT; provided, however, that each SPONSOR PARTICIPANT acknowledges that the provisions described in Section 9 10 of this Agreement are the means by which the Lib- erty Alliance seeks to act as the xxxxxxx for defining and revising FINAL SPECIFICATIONS and certain forms of OTHER OUTPUT (e.g. Policies), and no SPONSOR PARTICIPANT shall take any actions under the foregoing license, including but not limited to granting subli- censes sublicenses to third parties, that would be inconsistent with this intention. (b) Except as otherwise provided in Section 10.212.1, each SPONSOR PARTICIPANT (on behalf of itself and its SUBSIDIARIES) hereby covenants to grant to any other person or legal entity (whether or nor not such person or entity is also a PARTICIPANT) a no-fee, royalty-free, nonexclusive, nontransferable, license under its NECESSARY CLAIMS to implement any the specific FINAL SPECIFICATION and OTHER OUTPUT, but only to the extent needed to be a FULLY COMPLIANTCOMPLIANT IMPLEMENTATION, and sell, promote or otherwise distribute the resulting implementation, which license may be made subject to the condition that those who seek licenses under this Section 3.5(b) agree to grant reciprocal, no-fee, royalty-free, non-exclusive, nontransferable licenses under their NECESSARY CLAIMS to such SPONSOR PARTICIPANT and all other parties necessary to implement the specific FINAL SPECIFICATION in as a Fully Compliant mannerFULLY COMPLIANT IMPLEMENTATION. Except as set forth herein, the negotiation of licenses pursuant to this Section 3.5(b) shall be left to the parties concerned. Notwithstanding the foregoing, no SPONSOR PARTICIPANT shall be required to grant a license pursuant to this Sec- tion Section 3.5(b) with respect to; (i) any enabling technologies that may be necessary to make or use any product or portion thereof that complies with a FINAL SPECIFICATION and OTHER OUTPUT, but are not themselves expressly set forth in that FINAL SPECIFI- CATION SPECIFICATION and OTHER OUTPUT (e.g. semiconductor manufacturing technology, com- piler compiler technology, object oriented technology, basic operating system technology, database technology, etc.); (ii) the implementation of other specifications, even if referred to in a FINAL SPECIFICATION and OTHER OUTPUT; or (iii) any portion of any product and any combinations thereof the sole purpose or function of which is not required in order to be a FULLY COMPLIANT with IMPLEMENTATION of a FINAL SPECIFICATION and OTHER OUTPUT. Additionally, in no event shall a SPONSOR be required to grant a license pursuant to this Section 3.5(b) with respect to technology that is not required to implement a FINAL SPECIFICATION and or OTHER OUTPUT. (c) Corresponding licenses Notwithstanding any provision to be the contrary in this Agreement, including Sections 3.5(b) and 12.1, use and license rights to the United States Government’s interest in any applicable patent rights developed in whole or part by its employees or contractors are subject to and governed by Federal law and regulation. Terms of this Agreement are applicable to Federal employees, agencies, or contractors to the extent that they do not conflict with Federal law or regulation, and if PARTICIPANT is a Federal agency or contractor it agrees to use its best efforts to exercise whatever discretion granted to it by ASSOCIATES Federal law and by AFFILIATES (where applicable) are as specified in regulation to make such patent rights available on terms consistent with the ASSOCIATES Agreement and AFFILIATES Agree- ment, respectivelyprinciples of this Agreement. 3.6 Except as explicitly set forth in this Agreement, a SPONSOR does PARTICIPANT is not required to grant any PARTICI- PANT other PARTICIPANT or third party any rights or licenses to any patents, copyrights, trademarks, trade secrets or other intellectual property rights of such SPONSORPARTICIPANT. 3.7 The parties hereto acknowledge that works created by employees of the Federal Govern- ment are not subject to copyright protection within the United States and may be copied or used by interested parties. 3.8 By a seventy five per cent percent (75%) majority vote of its members, the MANAGEMENT BOARD may agree to establish one or more trademarks ("TRADEMARK") where the Board concludes that such establishment will serve the goals and objectives of the Liberty Alli- ance Alliance including, for example, to indicate compliance of an implementation of a FINAL SPECIFICATION with that SPECIFICATION and other requirements approved by the MANAGEMENT BOARD; provided, however, that the MANAGEMENT BOARD shall use reasonable efforts and act in good faith not to establish a TRADEMARK that would be con- fusingly confusingly similar to any trademark or service mark owned by any SPONSOR. Any TRADE- MARK TRADEMARK established under this Section 3.6 3.7 shall be owned by a trust or other entity ("TRADEMARK OWNER") established by the MANAGEMENT BOARD on behalf of the SPONSORS. The TRADEMARK OWNER will use commercially reasonable efforts to clear and register the TRADEMARK in those countries designated by the MANAGEMENT BOARD as necessary countries, with appropriate input from the SPONSORS. The TRADE- MARK TRADEMARK OWNER will license all PARTICIPANTS to use the TRADEMARK pursuant to terms to be stated in a license agreement in a form approved by the TRADEMARK OWNER and MANAGEMENT BOARD. 3.8 Each SPONSOR shall be offered access to any password-protected areas of the Liberty Alli- ance website.

Ownership and Licensing of Intellectual Property. 3.1 Each SPONSOR shall retain ownership (including, but not limited to, the right to publish or distribute distri bute without any obligation of confidentiality, notwithstanding any terms of this Agreement to the contrary) of any of its LICENSED MATERIALS that such SPONSOR offers for use in the development of or for inclusion in a SPECIFICATION or OTHER OUT- PUTOUTPUT, as well we ll as of such SPONSOR’s implementations of the technologies described in a SPECIFICATION. Where two or more SPONSORS jointly develop LICENSED MATERI- MATERI - ALS or intellectual property appurtenant thereto (such as copyrights or patent rights) as part of their work on the wor k in Liberty Alliance, such SPONSORS shall jointly own any such LICENSED MATERIALS and intellectual property, without any obligation of accounting to each other or to the other PARTICIPANTS. All the foregoing ownership rights are subject to any underlying licenses granted in this Agreement. 3.2 To the extent to which a SPECIFICATION or OTHER OUTPUT constitutes a copyrightable work distinct from any PARTICIPANT's copyright interests in Licensed Materials LICENSED MATERIALS included as part of such SPECIFICATION or OTHER OUTPUT OUTP UT or from which they are derived, the copyright in such SPECIFICATION or OTHER OUTPUT shall be owned by the contribut- contribut ing PARTICIPANTS. 3.3 Each SPONSOR understands and agrees that neither the EXPERT GROUP nor the MAN- MAN - AGEMENT BOARD has any obligation to include as part of any SPECIFICATION or OTHER OUTPUTS any LICENSED MATERIALS offered by such SPONSOR. 3.4 Each SPONSOR hereby grants to each other PARTICIPANT engaged in the work of an EXPERT GROUP a limited, irrevocable, non-non - exclusive, worldwide, no-feeno -fee, royalty-free royalty -free right and license of such su ch SPONSOR’s LICENSED MATERIALS and under such SPON- SPON SOR’s NECESSARY CLAIMS solely to conduct the work of the EXPERT GROUP up to the point at which the MANAGEMENT BOARD approves (or rejects) a proposed FINAL SPECIFICATION or OTHER OUPUT recommended by the EXPERT E XPERT GROUP in question. 3.5 If and to the extent a specific FINAL SPECIFICATION or OTHER OUTPUT includes any LICENSED MATERIALS or is subject to any NECESSARY CLAIMS of a SPONSOR, the SPONSORS grant licenses as follows: (a) Except as otherwise provided in Section 10.111.1, each SPONSOR hereby grants to all other parties an irrevocable, perpetual, non-exclusivenon -exclusive, worldwide, paid-up paid -up copyright license to reproduce, display, perform, prepare and have prepared derivative works based upon, distribute and sublicense the LICENSED MATERIALS included in the specific FINAL SPECIFICATION and OTHER OUTPUT and derivative works thereof as set out in this Agreement, including the right to authorize SUBSIDIARIES to do any, some or all of the foregoing, and including under any copyright interest such SPON- SPON SOR holds in the FINAL SPECIFICATION or OTHER OUTPUT that is distinct from its copy- copy right interest(s) in the LICENSED MATERIALS included in such FINAL SPECIFICATION or OTHER OUTPUT; provided, however, that each SPONSOR acknowledges acknowl edges that the provisions described in Section 9 of this Agreement are the means by which the Lib- Lib erty Alliance seeks to act as the xxxxxxx for defining and revising FINAL SPECIFICATIONS and certain forms of OTHER OUTPUT (e.g. Policies), and no SPONSOR shall sha ll take any actions under the foregoing license, including but not limited to granting subli- subli censes to third parties, that would be inconsistent with this intention. (b) Except as otherwise provided in Section 10.211.1, each SPONSOR (on behalf of itself and its SUBSIDIARIES) hereby covenants to grant to any other person or legal entity (whether or nor not such person or entity is also a PARTICIPANT) a no-feeno -fee, royalty-freeroyalty -free, nonexclusive, nontransferable, license under its NECESSARY CLAIMS to implement any the specif ic FINAL SPECIFICATION and OTHER OUTPUT, but only to the extent needed to be a FULLY COMPLIANTCOMPLIANT IMPLEMENTATION, and sell, promote or otherwise distribute the resulting implementation, which license may be made subject to the condition that those who seek licenses li censes under this Section 3.5(b) agree to grant reciprocal, no-feeno -fee, royalty-freeroyalty -free, non-exclusivenon -exclusive, nontransferable licenses under their NECESSARY CLAIMS to such SPONSOR and all other parties necessary to implement the specific FINAL SPECIFICATION in as a Fully Compliant mannerFULLY COMPLIANT IMPLEMENTATION. Except as set forth herein, the negotiation of licenses pursuant to this Section 3.5(b) shall be left to the parties concerned. Notwithstanding the foregoing, no SPONSOR shall be required to grant a license pursuant to this Sec- Sec tion 3.5(b) with respect to; (i) any enabling technologies that may be necessary to make or use any product or portion thereof that complies with a FINAL SPECIFICATION and OTHER OUTPUT, but are not themselves expressly set forth in that FINAL SPECIFI- CATION SPECIFICATIO N and OTHER OUTPUT (e.g. semiconductor manufacturing technology, com- com piler technology, object oriented technology, basic operating system technology, database technology, etc.); (ii) the implementation of other specifications, even if referred to in a FINAL FINA L SPECIFICATION and OTHER OUTPUT; or (iii) any portion of any product and any combinations thereof the sole purpose or function of which is not required in order to be a FULLY COMPLIANT with IMPLEMENTATION of a FINAL SPECIFICATION and OTHER OUTPUT. Additionally, in no event shall a SPONSOR be required to grant a license pursuant to this Section 3.5(b) with respect to technology that is not required to implement a FINAL SPECIFICATION and or OTHER OUTPUT. (c) Corresponding Corre sponding licenses to be granted by ASSOCIATES and by AFFILIATES (where applicable) are as specified in the ASSOCIATES Agreement and AFFILIATES Agree- Agree - ment, respectively. 3.6 Except as explicitly set forth in this Agreement, a SPONSOR does is not grant required to g rant any PARTICI- other PARTICI PANT or third party any rights or licenses to any patents, copyrights, trademarks, trade secrets or other intellectual property rights of such SPONSOR. 3.7 By a seventy five per cent percent (75%) majority vote of its members, the MANAGEMENT BOARD may agree to establish one or more trademarks ("TRADEMARK") where the Board concludes that such establishment will serve the goals and objectives of the Liberty Alli- ance Alliance including, for example, to indicate compliance of an implementation of a FINAL SPECIFICATION with that SPECIFICATION and other requirements approved by the MANAGEMENT BOARD; provided, however, that the MANAGEMENT BOARD shall use reasonable efforts and act in good faith not to establish a TRADEMARK that would be con- fusingly confusingly similar to any trademark or service mark xxxx owned by any SPONSOR. Any TRADE- MARK TRADEMARK established under this Section 3.6 3.7 shall be owned by a trust or other entity ("TRADEMARK OWNER") established by the MANAGEMENT BOARD on behalf of the SPONSORS. The TRADEMARK OWNER will use commercially reasonable efforts to clear and register the TRADEMARK in those countries designated by the MANAGEMENT BOARD as necessary countries, with appropriate input from the SPONSORS. The TRADE- MARK TRADEMARK OWNER will license all PARTICIPANTS to use the TRADEMARK T RADEMARK pursuant to terms to be stated in a license agreement in a form approved by the TRADEMARK OWNER and MANAGEMENT BOARD. 3.8 Each SPONSOR shall be offered access to any password-protected password -protected areas of the Liberty Alli- ance Alliance website.