OWNERSHIP OF DELIVERABLES & INTELLECTUAL PROPERTY RIGHTS. 5.1 Supplier hereby assigns and grants to Accenture all rights and licenses necessary for Accenture to access, use, transfer, and sell the Deliverables and to exercise the rights granted under the Agreement, and pass-through the same to its Affiliates and designated users, for the use and benefit of Accenture and in providing services to Accenture’s clients and business partners. Except with respect to any proprietary materials, programs, and documentation provided by Supplier or its suppliers and in existence prior to the services being performed under the Agreement (“Pre-Existing Materials”), all right, title and interest in the Deliverables, including all intellectual property rights, will be the exclusive property of Accenture, to the extent permitted by applicable law. Supplier hereby assigns to Accenture ownership of all right, title and interest in the Deliverables (excluding Pre-Existing Materials) and waives any moral rights therein.
5.2 Supplier hereby assigns and grants to Accenture an irrevocable, non- exclusive, worldwide, perpetual and fully paid-up right and license to use and modify the Pre-Existing Materials to the extent necessary for Accenture to use the Deliverables as provided for in Section 5.1 above. Pre-Existing Materials or open source software will not be incorporated into any Deliverable without Accenture’s prior written approval.
5.3 To the extent the Deliverables consist of software, Accenture will be entitled to install and use the software on equipment owned or controlled by Accenture or on cloud platforms provided by third parties. For avoidance of doubt, to the extent that any Deliverables consist of cloud-based services, such cloud-based services may be used by Accenture as provided for in Section 5.1 above.
5.4 Supplier agrees to defend, hold harmless and indemnify Accenture from any claim that a Deliverable (or any portion thereof) infringes or misappropriates any intellectual property right of a third party. In addition, if a claim of infringement is made, Supplier will, at its own expense, promptly exercise the first of the following remedies that is practicable: (i) obtain for Accenture the rights granted under the Agreement; (ii) modify the Deliverable so it is non-infringing and in compliance with the Agreement; (iii) replace the Deliverable with a non-infringing one that complies with the Agreement; or (iv) accept the return or cancellation of the infringing Deliverable and refund any amount paid.
OWNERSHIP OF DELIVERABLES & INTELLECTUAL PROPERTY RIGHTS. 5.1 The Supplier represents that its performance under the Agreement shall not violate copyright, intellectual property rights or any other third party rights, including rights protected by the Act of 16 April 1993 on Fair Trading.
5.2 If, in relation to the cooperation between the Parties within the Agreement , a work or any other intangible good is developed, as defined in the Act of February 4, 1994 on copyright and related rights (“Copyright Act”), to which author’s economic rights or any other rights appertain in the whole or any part to Supplier, Supplier hereby transfers to Accenture all rights on intangible goods to such works and intangible goods created by Supplier and Supplier’s personnel in the performance of the Agreement. The transfer of rights on intangible goods becomes effective on the creation of such goods, and in the scope related to works, it refers to the fields of exploitation referred to in art. 50 of the Copyright Act: (i) within the scope of recording and reproduction of works - production of copies of a piece of work with the use of specific technology, including printing, reprographics, magnetic recording, and digital technology; (ii) within the scope of trading the original or the copies on which the work was recorded - introduction to trade, lending for use or rental of the original or copies; (iii) within the scope of dissemination of works in a manner different from defined above - public performance, exhibition, displaying, presentation, broadcasting and rebroadcasting, as well as making the work available to the public in such a manner that anyone could access it from a place and at the time individually chosen by them. (iv) making unrestricted modifications and studies of works. If a given work constitutes a software, the transfer of author’s rights on intangible goods concerns the fields of exploitation referred to in art. 74 item 4. of the Copyright Act: (i) the permanent or temporary reproduction of a computer program in whole or in part, by any means and in any form; (ii) the translation, adaptation, rearrangement or any other modification of a computer program, as well as making unrestricted modifications and studies of works; (iii) the dissemination, including lending for use or rental, of a computer program or a copy thereof. In addition to the above,
5.3 In relation to the provisions of art. 46 of the Copyright Act, the transfer of copyrights referred to in Section 5.1 above, shall also include an exclusive right ...
OWNERSHIP OF DELIVERABLES & INTELLECTUAL PROPERTY RIGHTS. 5.1 Provider hereby assigns and grants to Client all rights and licenses necessary for Client to access, use, transfer, and sell the Deliverables and to exercise the rights granted under the Agreement, and pass-through the same to its Affiliates and designated users, for the use and benefit of Client and in providing services to Client’s clients and business partners. Except with respect to any proprietary materials, programs, and documentation provided by Provider or its Providers and in existence prior to the services being performed under the Agreement (“Pre-Existing Materials”), all right, title and interest in the Deliverables, including all intellectual property rights, will be the exclusive property of Client, to the extent permitted by applicable law. Provider hereby assigns to Client ownership of all right, title and interest in the Deliverables (excluding Pre-Existing Materials) and waives any moral rights therein.
5.2 Provider hereby assigns and grants to Client an irrevocable, non-exclusive, worldwide, perpetual and fully paid-up right and license to use and modify the Pre-Existing Materials to the extent necessary for Client to use the Deliverables as provided for in Section 5.1 above. Pre-Existing Materials or open source software will not be incorporated into any Deliverable without Client’s prior written approval.
5.3 To the extent the Deliverables consist of software, Client will be entitled to install and use the software on equipment owned or controlled by Client or on cloud platforms provided by third parties. For avoidance of doubt, to the extent that any Deliverables consist of cloud-based services, such cloud-based services may be used by Client as provided for in Section 5.1 above.
5.4 Provider agrees to defend, hold harmless and indemnify Client from any claim that a Deliverable (or any portion thereof) infringes or misappropriates any intellectual property right of a third party. In addition, if a claim of infringement is made, Provider will, at its own expense, promptly exercise the first of the following remedies that is practicable: (i) obtain for Client the rights granted under the Agreement; (ii) modify the Deliverable so it is non-infringing and in compliance with the Agreement; (iii) replace the Deliverable with a non-infringing one that complies with the Agreement; or (iv) accept the return or cancellation of the infringing Deliverable and refund any amount paid.
