Ownership; Exclusions Sample Clauses
The "Ownership; Exclusions" clause defines which party holds the rights to certain property, materials, or intellectual property created or used under an agreement, while also specifying what is not included in that ownership. Typically, this clause clarifies that any pre-existing materials or third-party assets remain the property of their original owners, and only new work specifically developed under the contract is transferred or assigned. Its core function is to prevent disputes by clearly delineating what is and is not being transferred, ensuring both parties understand the boundaries of ownership and protecting pre-existing or third-party rights.
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Ownership; Exclusions. Except as set forth below, any proprietary rights, whether tangible or intangible, arising out of or relating to any portion of the Services, including but not limited to all paper and electronic files provided as source materials, all output files produced by the Company, and all printed copies of output files, all work in progress, and all deliverables (collectively, the “Work Product”) shall be the sole property of the Company, and may be used without restriction by the Company. However, such Work Product shall not include the proprietary systems, plans, concepts, programs, models, designs, tools, equipment process automation, computer programs or code, devices, inventions and processes of the Consultant (collectively, the “Consultant Systems”) used by the Consultant in connection with provision of the Services, nor shall it include any improvements upon the Consultant Systems discovered or developed by the Consultant in the course of providing the Services to the Company. The Consultant Systems, including improvements and any proprietary rights therein, shall be the exclusive property of the Consultant.
Ownership; Exclusions. Notwithstanding Section 10.1 above, Signature owns and shall own all intellectual property included in the Excluded Assets (as defined in the Asset Purchase Agreement) (i.e., the intellectual property rights in any and all brochures, advertising, promotional and marketing materials (including, without limitation, videos, scripts, recordings, etc.) that were, are or are in the future developed exclusively for and used exclusively in the marketing of the dining program presently conducted by Signature Japan Co., Ltd. (f/k/a CardPlus Japan Co., Ltd.)), and nothing herein shall be interpreted or construed to grant to Transmedia any rights, license or interest therein.