Common use of Ownership and Proprietary Rights Clause in Contracts

Ownership and Proprietary Rights. Siebel and its suppliers shall retain all title, copyright and other proprietary rights in and to the Licensed Software. Distributor does not acquire any rights, express or implied, in the Licensed Software, other than those specified in this Agreement. In the event that Distributor makes suggestions to Siebel regarding new features, functionality or performance that Siebel adopts for the Licensed Software, such new features, functionality or performance shall become the sole and exclusive property of Siebel, free from any restriction imposed upon Siebel by the provisions of Section 13.1. In the event Siebel requests Distributor to furnish Siebel with engineering or other technical resources in connection with future development work for the Licensed Software (above and beyond suggestions to Siebel regarding new features, functionality or performance), Distributor's development role, compensation and ownership rights, if any, for the provision of such services will be addressed in a separate written agreement. In the event Distributor (i) has independently developed or acquired rights to products or other works which it believes may be complementary to the Licensed Software, and (ii) desires Siebel to evaluate the usefulness of such products or other works, the parties shall enter into an evaluation and non-disclosure agreement before Distributor makes any disclosures of proprietary or confidential information to Siebel in connection with such products or other works.