Common use of Ownership of Materials Intellectual Property Clause in Contracts

Ownership of Materials Intellectual Property. Except as set forth below, as between Client and Agency, all final work product created and executed for Client pursuant to the terms of this Agreement, that is selected and paid for by Client (“Work Product”), shall exclusively be Client’s property. Client acknowledges that Agency retains all right, title and interest in and to all technology, content, or other intellectual property or proprietary materials owned by Agency as of the Effective Date or used, created or developed at any time for the general conduct of Agency’s business, including, without limitation, any generic or business information, materials, software, processes or procedures, tools (including proprietary research tools), code (including object or source code), methodologies, software development tools, specialized database and software applications, and any enhancements, modification or derivatives of the foregoing (collectively, “Agency Materials”). To the extent that any Agency Materials are included in the Work Product, Agency hereby grants to Client a royalty-free, perpetual, non-exclusive, non-transferable license to use such Agency Materials solely as embodied in such Work Product and in accordance with its authorized use under the terms of the applicable SOW. To the extent that any materials licensed from third parties are included in Work Product (“Third Party Materials”), Client shall receive a license to such Third Party Materials in accordance with the grant of rights (including any restrictions on use) set forth in the applicable third Party license agreement. Client agrees to comply with all license restrictions and other applicable terms of any third-party agreement applicable to the Third Party Materials and communicated to Client in writing by Agency. Further, Client shall receive under the applicable third-party agreements only such rights and warranties as are offered by such third-party licensor who shall be solely responsible to Client for such Third Party Materials. Agency shall take reasonable precautions to safeguard Client’s property entrusted to Agency’s custody or control, which shall be at least as comprehensive as those precautions that Agency take to safeguard Agency’s own valuable property; provided, however, in the absence of gross negligence or intentional misconduct on Agency’s part, Agency are not to be held responsible for any loss, damage, destruction or unauthorized use of such property.