Common use of Ownership of Manager-Developed IP Clause in Contracts

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable Guarantor. Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by the applicable Guarantor. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable Guarantor. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to the applicable Guarantor shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable Guarantor. All applications to register Manager-Developed IP shall be filed in the name of the applicable Guarantor.

Ownership of Manager-Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed Manager‑Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to the applicable GuarantorFranchisor. Any copyrightable material included in such Manager-Developed Manager‑Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in under applicable copyright law (including within the meaning of Section 101 of the U.S. Copyright Act of 1976, as amended, ) and owned by the applicable GuarantorFranchisor. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed and to all Manager‑Developed IP (and all goodwill connected with the use of and symbolized by Trademarks included therein) to the applicable GuarantorFranchisor. Notwithstanding the foregoing, the Manager-Developed Manager‑Developed IP to be transferred to the applicable Guarantor Franchisor shall include rights to use third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to the applicable GuarantorFranchisor. All applications to register Manager-Developed Manager‑Developed IP shall be filed in the name of the applicable GuarantorFranchisor.