Common use of Ownership and Use Rights Clause in Contracts

Ownership and Use Rights. 4.1 All Client Specific Materials are and shall remain the property of Client or such other third party supplier, including any and all intellectual property rights relating thereto, excluding, however, any rights of (i) XIFIN in and to the Services and System as it exists on the Effective Date of this Agreement, or as modified during the Term of this Agreement, and (ii) rights of XIFIN and/or of third parties to the Licensed Works. 4.2 XIFIN owns and shall own all right, title and interest in and to any improvement, invention, know- how, and right related to anything conceived or reduced to practice during the course of this Agreement, including all intellectual property rights in and to all technology, software and other information that XIFIN discloses to Client or is developed pursuant to or in connection with the XIFIN System, Web Services, and the Services provided hereunder, which shall be and remain the sole and exclusive property of XIFIN, and Client shall assign, and hereby does assign, all such rights to XIFIN. 4.3 As part of rendering Services and providing access to the XIFIN System hereunder, XIFIN uses Licensed Works and grants access to Licensed Works to the Client. Client shall adhere to any restrictions, warnings, or other notifications as indicated on the Licensed Works. If so required, Client and its successors and assigns, agree to execute, obtain and/or adhere to all third party license agreements for the Licensed Works presented by XIFIN to ensure uninterrupted access to the XIFIN System. 4.4 Each party’s Confidential Information shall remain the sole and exclusive property of such party. Client may deliver or provide access to XIFIN to certain Client data, records, and information in furtherance of the delivery of the Services, which Client data, records and information shall remain the exclusive property of Client; provided, however, XIFIN may use such Client data to create derivative materials for benchmarking purposes after XIFIN has permanently de-identified Client data in accordance with HIPAA or other applicable patient privacy standards and such data could not otherwise be used to identify Client, Client Users, or any patient such as through inclusion of geographic identifiers by U.S. State. XIFIN shall provide Client with access to any such derivative materials upon request. 4.5 The parties hereto understand and agree that the transmission of Protected Health Information is contemplated by this Agreement, and the parties will execute a Business Associates Agreement, or Business Associates Addendum, which upon execution shall be added as an Exhibitor Addendum to this Agreement, as applicable. XIFIN, Inc. ¨ 00000 Xx Xxxxxx Xxxx, Xxxxx 000¨Xxx Xxxxx, XX 92130¨tel: 000-000-0000 ¨xxx.xxxxx.xxx Agreement: iRhythm Technologies, Inc. 6 of 31

Ownership and Use Rights. 4.1 All Client Specific Materials are and shall remain the property of Client or such other third party supplier, including any and all intellectual property rights relating thereto, excluding, however, any rights of (i) XIFIN in and to the Services and System as it exists on the Effective Date of this Agreement, or as modified during the Term of this Agreement, and (ii) rights of XIFIN and/or of third parties to the Licensed Works. 4.2 XIFIN owns and shall own all right, title and interest in and to any improvement, invention, know- how, and right related to anything conceived or reduced to practice during the course of this Agreement, including all intellectual property rights in and to all technology, software and other information that XIFIN discloses to Client or is developed pursuant to or in connection with the XIFIN System, Web Services, and the Services provided hereunder, which shall be and remain the sole and exclusive property of XIFIN, and Client shall assign, and hereby does assign, all such rights to XIFIN. 4.3 As part of rendering Services and providing access to the XIFIN System hereunder, XIFIN uses Licensed Works and grants access to Licensed Works to the Client. Client shall adhere to any restrictions, warnings, or other notifications as indicated on the Licensed Works. If so required, Client and its successors and assigns, agree to execute, obtain and/or adhere to all third party license agreements for the Licensed Works presented by XIFIN to ensure uninterrupted access to the XIFIN System. 4.4 Each party’s Confidential Information shall remain the sole and exclusive property of such party. Client may deliver or provide access to XIFIN to certain Client data, records, and information in furtherance of the delivery of the Services, which Client data, records and information shall remain the exclusive property of Client; provided, however, XIFIN may use such Client data to create derivative materials for benchmarking purposes after XIFIN has permanently de-identified Client data in accordance with HIPAA or other applicable patient privacy standards and such data could not otherwise be used to identify Client, Client Users, or any patient such as through inclusion of geographic identifiers by U.S. State. XIFIN shall provide Client with access to any such derivative materials upon request. 4.5 The parties hereto understand and agree that the transmission of Protected Health Information is contemplated by this Agreement, and the parties will execute a Business Associates Agreement, or Business Associates Addendum, which upon execution shall be added as an Exhibitor Addendum to this Agreement, as applicable. XIFIN, Inc. ¨ 00000 ¿12225 Xx Xxxxxx Xxxx, Xxxxx 000¨Xxx 000¿Xxx Xxxxx, XX 92130¨tel00000¿xxx: 000-000-0000 ¨xxx.xxxxx.xxx ¿xxx.xxxxx.xxx Agreement: iRhythm Technologies, Inc. 6 of 3134