Common use of Ownership of Materials Clause in Contracts

Ownership of Materials. (a) Consultant agrees that all materials, reports and other data or materials generated or developed by Consultant under this Agreement or furnished by Sonoma to Consultant (the “Materials”) shall be and remain the property of Sonoma. Consultant specifically agrees that all copyrightable Material generated or developed under this Agreement shall be considered works made for hire and that such material shall, upon creation, be owned by Sonoma. To the extent that any such Material, under applicable law, may not be considered works made for hire, Consultant hereby assigns to Sonoma the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma all of Consultant's right, title and interest in and to such Materials, under patent, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma to evidence more fully transfer of ownership of all Materials designated under this Section 5 to Sonoma to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by Sonoma. (d) To the extent that any preexisting rights are embodied or reflected in the Materials, Consultant hereby grants to Sonoma the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all of the foregoing. (e) Consultant hereby represents and warrants that it has full right and authority to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants and agrees that it shall not enter into any such agreements. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (aCustomer acknowledges that it and its Participant(s) Consultant may acquire proprietary information and materials about the business, products, services, certification criteria and processes and programming techniques of Elastic and agrees that all such information and materials acquired are the confidential information of Elastic ("Confidential Training Information"). Customer agrees and shall require that its Participant(s) agree to protect and not to disclose or use the Confidential Training Information except as expressly permitted under the Addendum. Elastic training courses and training materials including, without limitation, online lectures, speeches, video lessons, quizzes, presentation materials, reports homework assignments, programming assignments, code samples, practice exams, and other data or educational materials generated or developed by Consultant under this Agreement or furnished by Sonoma and tools made available to Consultant Participant in connection with the Entitlements (the “Materials”) and all worldwide intellectual property rights therein, as the same may be amended and/or extended, including the copyright, are wholly owned solely by Elastic, who shall be and remain the property of Sonoma. Consultant specifically agrees that retain all copyrightable Material generated or developed under this Agreement shall be considered works made for hire and that such material shall, upon creation, be owned by Sonoma. To the extent that any such Material, under applicable law, may not be considered works made for hire, Consultant hereby assigns to Sonoma the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma all of Consultant's right, right title and interest in and to such all Materials, under patent, copyright, trade, secret . A Participant shall be entitled to keep and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma to evidence more fully transfer of ownership of use all Materials designated under this Section 5 provided by Elastic to Sonoma Participant, but without any other license to exercise any of the intellectual property rights therein, all of which are hereby strictly reserved to Elastic. In particular, and without limitation, Materials may not be copied, electronically or otherwise (whether or not for archive purposes), modified (including translated), re-distributed, disclosed to third parties, lent, hired out, made available to the fullest extent possiblepublic, including but not sold, offered for sale, shared, or transferred in any other way. The use of any Materials will be limited to use by the making specific Participant to whom the Entitlements are provided. All Elastic trademarks, trade names, logos and notices present on the Materials shall be preserved and not deliberately defaced, modified or obliterated except by normal wear and tear. Neither Customer nor any of further its Participant(s) shall use any Elastic trademarks without Elastic’s express written assignments in a form determined by Sonomaauthorization. (d) To the extent that any preexisting rights are embodied or reflected in the Materials, Consultant hereby grants to Sonoma the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all of the foregoing. (e) Consultant hereby represents and warrants that it has full right and authority to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants and agrees that it shall not enter into any such agreements. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant agrees that The Company, or its assignee, will own and have all materialsright and title in all ideas, reports concepts, plans, creations or work product produced by Employee in performance of the Services during the Term, including, without limitation, any writings, drawings and other data or materials generated or developed by Consultant under this Agreement or furnished by Sonoma documentation of any kind (collectively, the “Works”) and, to Consultant the extent possible, all Works shall be considered a work made for hire for the Company within the meaning of Title 17 of the United States Code (the “MaterialsCopyright Act”) shall be and remain the property of Sonoma). Consultant specifically agrees that all copyrightable Material generated or developed under this Agreement shall be considered works made for hire and that such material shall, upon creation, be owned by Sonoma. To the extent that any such Material, under applicable law, may not be considered works made for hire, Consultant Employee hereby assigns to Sonoma the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, transfers and assigns any and relinquishes exclusively to Sonoma all of Consultant's right, title and interest in and to such Materialsthe Works and all materials contained therein or prepared therefor, including all copyrights and rights under patent, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma to evidence more fully transfer of ownership of all Materials designated under this Section 5 to Sonoma to the fullest extent possibleCompany worldwide and in perpetuity. In addition, including but not limited Employee shall assign and hereby so assigns to the making Company all of further written assignments in a form determined by Sonoma. (d) To the extent that any preexisting rights are embodied or reflected his interest in the Materials, Consultant hereby Works. Employee grants to Sonoma the Company an irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, executeexecute and copy for its internal purposes any pre-existing materials contained in the Works. Employee shall cooperate fully with the Company and shall execute such further documentation at the Company’s expense (but without additional compensation) as the Company may reasonably request in order to establish, reproducesecure, displaymaintain or protect the Company’s, performor its assignee’s, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all ownership of the foregoingWorks and of all rights therein. Furthermore, Employee agrees that he shall never transfer or assign the Works, or any rights therein, to any third party. (eb) Consultant Employee hereby represents and warrants that it has full right and authority (i) waives any so-called “moral rights” with respect to the Works; (ii) agrees never to use the Works (other than to perform the Services) without the prior express written consent of the Company; (iii) agrees never to contest the Company’s or its obligations assignee’s exclusive, complete and grant unrestricted ownership in and to the Works (including all copyright rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, titletherein), or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants claim adverse rights therein; and agrees (iv) acknowledges that it shall not enter into be entitled to any such agreementscompensation beyond that specifically provided herein for any of the Works. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant agrees that all A. All reports, documents or other materials, reports and including all copyrights inherent in them or their preparation, developed or discovered by DESIGN BUILDER or any other data person engaged directly or materials generated or developed indirectly by Consultant under this Agreement or furnished by Sonoma DESIGN BUILDER to Consultant (perform the “Materials”) services required hereunder shall be and remain the property of SonomaCITY without restriction or limitation upon their use. Consultant specifically agrees that all copyrightable Material generated All drawings, specifications and copies thereof produced by or developed for DESIGN BUILDER under this Agreement shall AGREEMENT are the property of CITY, and they are not to be used by DESIGN BUILDER on other work. B. DESIGN BUILDER will deliver, or cause to be delivered, at any time during the term of this AGREEMENT all documents, including but not limited to drawings, models, specifications, estimates, reports, studies, maps, and computations, in whatever form, prepared by or for CITY, under the terms of this AGREEMENT, to CITY promptly upon reasonable demand therefor or upon termination or completion of the Work hereunder. In the event DESIGN BUILDER fails to make such delivery, DESIGN BUILDER will pay to CITY all damages CITY may sustain by reason thereof. C. Copyright Ownership 1. DESIGN BUILDER and CITY intend that, to the extent permitted by law, the Deliverables to be produced by DESIGN BUILDER at CITY's instance and expense under this AGREEMENT are conclusively considered "works made for hire hire" within the meaning and purview of Section 101 of the United States Copyright Act, 17 U.S.C. §101 et seq., and that such material shallCITY will be the sole copyright owner of the Deliverables and of all aspects, upon creationelements and components of them in which copyright can subsist, be owned by Sonomaand of all rights to apply for copyright registration or prosecute any claim of infringement. 2. To the extent that any such Material, under applicable law, may Deliverable does not be considered works qualify as a "work made for hire, Consultant ," DESIGN BUILDER hereby assigns to Sonoma the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, irrevocably grants, conveys, assigns bargains, sells, assigns, transfers and relinquishes exclusively delivers to Sonoma CITY, its successors and assigns, all of Consultant's right, title and interest in and to such Materialsthe copyrights and all U.S. and foreign copyright registrations, under patentcopyright applications and copyright renewals for them, copyrightand other intangible, trade, secret and trademark law, intellectual property embodied in perpetuity or pertaining to the Deliverables prepared for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma to evidence more fully transfer of ownership of all Materials designated CITY under this Section 5 AGREEMENT, and all goodwill relating to Sonoma them, free and clear of any liens, claims or other encumbrances, to the fullest extent possiblepermitted by law. DESIGN BUILDER will, including but not limited and will cause all of its Design Subconsultants and Subcontractors, employees, agents and other persons within its control to, execute all documents and perform all acts that CITY may reasonably request in order to assist CITY in perfecting its rights in and to the making copyrights relating to the Deliverables, at the sole expense of CITY. DESIGN BUILDER warrants to CITY, its successors and assigns, that on the date of transfer Design Broider is the lawful owner of good and marketable title in and to the copyrights for the Deliverables and has the legal rights to fully assign them. DESIGN BUILDER further written assignments in a form determined by Sonoma. (d) To the extent that any preexisting rights are embodied or reflected in the Materials, Consultant hereby grants to Sonoma the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all of the foregoing. (e) Consultant hereby represents and warrants that it has full right not assigned and authority to perform its obligations and grant the rights and licenses herein granted will not assign any copyrights and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign not granted and will not grant any licenses, exclusive or transfer any rightnonexclusive, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants other party, and agrees that it shall is not enter into a party to any such agreementsother agreements or subject to any other restrictions with respect to the Deliverables. DESIGN BUILDER warrants and represents that the Deliverables are complete, entire and comprehensive, and that the Deliverables will constitute works of original authorship. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) 6.1 Consultant agrees that all materialsMaterials, reports and other data or materials generated or developed by Consultant under this Agreement or furnished by Sonoma Oculus to Consultant (the “Materials”) shall be and remain the property of SonomaOculus. Consultant specifically agrees that all copyrightable Material generated or developed under this Agreement shall be considered works made for hire and that such material shall, upon creation, be owned exclusively by SonomaOculus. To the extent that any such Material, under applicable law, may not be considered works made for hire, Consultant hereby assigns to Sonoma Oculus the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma Oculus shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) 6.2 If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma Oculus all of Consultant's ’s right, title and interest in and to such Materials, under patent, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) 6.3 Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma Oculus to evidence more fully transfer of ownership of all Materials designated under this Section 5 6 to Sonoma Oculus to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by SonomaOculus. (d) 6.4 To the extent that any preexisting rights are embodied or reflected in the Materials, Consultant hereby grants to Sonoma Oculus the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all of the foregoing. (e) 6.5 Consultant hereby represents and warrants that it has full right and authority to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants and agrees that it shall not enter into any such agreements. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant The Organiser agrees that all materialsIntellectual Property Rights throughout the world in and to all Series Materials, reports and Series Logo, English Heritage Trade Marks or other data Intellectual Property Rights connected with the Concerts or materials generated Concert Seasons (whether created or developed by Consultant under this Agreement arising before or furnished by Sonoma to Consultant (after the “Materials”Commencement Date) shall be vest in English Heritage, save for any Organiser Logos, which shall remain vested in the Organiser and remain the property of Sonoma. Consultant specifically agrees that all copyrightable Material generated or developed under this Agreement shall be considered works made for hire Organiser hereby irrevocably and that such material shall, upon creation, be owned by Sonoma. To the extent that any such Material, under applicable law, may not be considered works made for hire, Consultant hereby unconditionally assigns to Sonoma the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma shall be entitled to obtain and hold in its own name English Heritage all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma all of Consultant's rightIntellectual Property Rights, title and interest of any kind, which it may now or in and to such the future have in any Series Materials, under patentSeries Logo, copyrightEnglish Heritage Trade Marks or other Intellectual Property Rights connected with the Concerts or Concert Seasons. The Organiser hereby grants English Heritage an irrevocable non-exclusive royalty-free licence to use the Organiser Logo and associated Intellectual Property Rights in existence, tradeor which come into existence at any time after the date of this Agreement, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma purposes of the promotion, organisation and conduct of Concerts at English Heritage sites but for no other purpose. The licence to evidence more fully transfer of ownership of all Materials designated English Heritage under this Section 5 to Sonoma to the fullest extent possible, including but not limited to the making clause shall survive termination of further written assignments in a form determined by Sonoma. (d) To the extent that any preexisting rights are embodied or reflected in the Materials, Consultant this Agreement however arising. English Heritage hereby grants to Sonoma the irrevocable, perpetualOrganiser a revocable, non-exclusiveexclusive licence to use the English Heritage Trade Marks, worldwide, royalty-free right Series Logo and license Series Materials to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all of the foregoing. (e) Consultant hereby represents and warrants that it has full right and authority extent strictly necessary for the Organiser to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this AgreementAgreement and subject always to the approval procedures in clause 15. Consultant covenants and agrees that it Such licence shall terminate immediately upon termination of this Agreement howsoever arising. Save with the prior written consent of English Heritage, the Organiser shall not enter into (nor shall it permit, enable, assist, procure or encourage others to) make, create or transmit any kind of audio, visual or audio-visual recording whatsoever, whether for broadcast or any other commercial or public purpose of any aspect of the Concerts. Without prejudice to the generality of clause 17.1, the Organiser shall ensure that the terms and conditions of all Concert tickets include acceptance by a Concert Ticket holder: that the holder may not make any audio, visual and/or audio-visual recording of the Concert and may not use any equipment that may enable them to make the aforementioned recordings; that as a spectator the holder may be photographed, filmed or sound recorded for broadcasting (or similar transmission); and of such other terms and conditions that English Heritage (acting reasonably) may request the Organiser to include from time to time provided that such additional terms and conditions comply with relevant laws. If any such agreementsaudio, visual or audio-visual recording has occurred, all Intellectual Property Rights to such recordings shall remain vested in English Heritage and the Organiser shall use its best commercial endeavours to perfect English Heritage’s title to such Intellectual Property Rights and recoup and collect all commercial revenue gained and due from such recordings. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant agrees 4.1 Coiled shall own the right to Coiled’s Property. "Coiled’s Property” shall mean any and all intellectual property of Coiled and any Services or Deliverables provided by Vendor hereunder. Vendor agrees, in consideration for payment by Coiled for Services and Deliverables provided hereunder, that all materialsright, reports title and other data interest to such materials (either in whole or materials generated in part) conceived, devised, developed discovered, invented or developed by Consultant under reduced to practice (the “Works”) in connection with this Agreement or furnished by Sonoma to Consultant any Statement of Work are “works made for hire” under the Copyright Act of 1976 (“Act”). Any such Works shall be the “Materials”sole and exclusive property of Coiled and Coiled shall be the sole author of such Works within the meaning of the Act. Such Works (in whatever medium) shall be the sole and remain the exclusive property of SonomaCoiled as consideration for any and all compensation paid to Vendor hereunder and Vendor hereby expressly disclaims any and all interests in such Works. Consultant specifically agrees that If all copyrightable Material generated or developed under this Agreement shall be considered intellectual property rights in any Work are not works made for hire and that such material shall, upon creation, be owned by Sonoma. To the extent that any such Material, under applicable operation of law, may not be considered works made for hireVendor hereby, Consultant hereby assigns to Sonoma the ownership of copyright in such Materials, and without the necessity of any further consideration, and Sonoma shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby irrevocably transfers, grantsassigns, conveys, assigns and relinquishes exclusively conveys to Sonoma Coiled all of Consultant's right, title and interest in all Works conceived, devised or developed by Vendor pursuant to this Agreement, including, without limitation, all copyrights, patentable inventions, trade secrets, and to such Materialsmoral rights, under patentwithout further compensation or the necessity of any further actions. At the request of Coiled, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant Vendor shall perform any acts that may be deemed necessary or desirable by Sonoma to evidence more fully transfer of ownership of all Materials designated under this Section 5 to Sonoma to the fullest extent possible, including but not limited to the making of further promptly execute separate written assignments in a form determined to Coiled and do all things deemed reasonably necessary by Sonoma. (d) To the extent that Coiled to enable Coiled to secure patents, register copyrights or obtain any preexisting rights are embodied or reflected other forms of protection for any Works and Coiled’s Property in the Materials, Consultant hereby grants United States and in other countries worldwide. Title to Sonoma the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based all Works shall vest in Coiled automatically upon creation of such preexisting rights and any derivate works thereof and (2) authorize others to do any or all of the foregoingWorks. (e) Consultant hereby represents and warrants that it has full right and authority to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants and agrees that it shall not enter into any such agreements. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant 6.1 Advisor agrees that all materialsMaterials, reports and other data or materials generated or developed by Consultant Advisor under this Agreement or furnished by Sonoma Oculus to Consultant (the “Materials”) Advisor shall be and remain the property of SonomaOculus. Consultant Advisor specifically agrees that all copyrightable Material generated or developed under this Agreement shall be considered works made for hire and that such material shall, upon creation, be owned exclusively by SonomaOculus. To the extent extend that any such Material, under applicable law, may not be considered works made for hire, Consultant Advisor hereby assigns to Sonoma Oculus the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma Oculus shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) 6.2 If and to the extent Consultant extend Advisor may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant Advisor under this Agreement, Consultant Advisor hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma Oculus all of Consultant's Advisor’s right, title and interest in and to such Materials, under patent, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant 6.3 Advisor shall perform any acts that may be deemed necessary or desirable by Sonoma Oculus to evidence more fully transfer of ownership of all Materials designated under this Section 5 6 to Sonoma Oculus to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by SonomaOculus. (d) 6.4 To the extent that any preexisting rights are embodied or reflected in the Materials, Consultant Advisor hereby grants to Sonoma Oculus the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all of the foregoing. (e) Consultant 6.5 Advisor hereby represents and warrants that it has full right and authority to perform perform, its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant Advisor covenants and agrees that it shall not enter into any such agreements. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant Contractor covenants and agrees that all materialsof Contractor’s Work Product (as defined below) for Remark Media, reports and all of the ideas and other data intellectual property contained therein, shall be the sole and exclusive property of Remark Media and Remark Media shall maintain all worldwide right, title and interest therein. Contractor agrees (without further compensation) to execute any applications, agreements and instruments (including any assignment agreements and instruments) and to do all other things reasonably requested by Remark Media, at Remark Media’s expense (both during and after the Term of this Agreement) in order to vest more fully in Remark Media all worldwide ownership rights in such Work Product, including, without limitation, United States and foreign patent or materials generated other proprietary rights and copyrights. For purposes hereof, "Work Product" shall mean all works of authorship created, conceived or developed by Consultant under this Agreement Contractor in the performance of Contractor’s consulting duties. (b) If any one or furnished more of the Work Product are protectible by Sonoma copyright and are deemed in any way to Consultant (fall within the “Materials”) shall be and remain the property definition of Sonoma. Consultant specifically agrees that all copyrightable Material generated or developed under this Agreement "work made for hire," as such term is defined in 17 U.S.C. § 101, such work shall be considered works made for hire and that such material shall, upon creation, be owned by Sonoma. To the extent that any such Material, under applicable law, may not be considered works a "work made for hire," the copyright of which shall be owned solely, Consultant completely and exclusively by Remark Media. If any one or more of the aforementioned items are protectible by copyright and are not considered to be included in the categories of works covered by the "work made for hire" definition contained in 17 U.S.C. § 101, such items shall be deemed to be assigned and transferred by Contractor completely and exclusively to Remark Media by virtue of the execution of this Agreement. (c) Contractor hereby assigns waives any and all claims that Contractor may have in any jurisdiction to Sonoma “moral rights” or rights of “droit moral” with respect to the ownership of copyright in such MaterialsWork Product and acknowledges, confirms and agrees that Remark Media, without the necessity of any further considerationconsideration or action on the part of Remark Media or Contractor, shall have the right to make (or have others on Remark Media’s behalf make) enhancements and Sonoma derivative works of the same and that Remark Media or its designee shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma all of Consultant's worldwide right, title and interest in and to all such Materials, under patent, copyright, trade, secret enhancements and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma to evidence more fully transfer of ownership of all Materials designated under this Section 5 to Sonoma to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by Sonomaderivative works. (d) To the extent that any preexisting rights are embodied Upon completion or reflected in the Materialstermination of this Agreement, Consultant hereby grants Contractor agrees to Sonoma the irrevocablereturn to Remark Media all lists, perpetualbooks, non-exclusiverecords, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies ofcompany property, and prepare derivative works based upon such preexisting rights Confidential Information obtained in connection with Remark Media’s business, and any derivate works thereof and (2) authorize others to do any or all of the foregoingcopies made thereof. (e) Consultant hereby represents and warrants that it has full right and authority to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants and agrees that it shall not enter into any such agreements. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. CONSULTANT shall promptly make full written disclosure to PROGENICS, shall hold in trust for the sole right and benefit of PROGENICS, and hereby assigns, transfers and conveys to PROGENICS, or its designee, all of CONSULTANT’s worldwide right, title and interest in and to any and all inventions, original works of authorship, findings, conclusions, data, discoveries, developments, concepts, improvements, trade secrets, techniques, processes and know-how, whether or not patentable or registrable under patent, copyright or similar laws, that CONSULTANT may solely or jointly conceive, develop or reduce to practice, or cause to be conceived, developed or reduced to practice, in the performance of the Services or that result, to any extent, from use of PROGENICS’ premises or property (a) Consultant collectively, the “Inventions”), including any and all moral rights and intellectual property rights inherent therein and appurtenant thereto, including, but not limited to, all patent rights, copyrights, trademarks, know-how and trade secrets and the rights to apply for the same (collectively, “Intellectual Property Rights”). CONSULTANT further acknowledges and agrees that all materials, reports and other data original works of authorship that are made by CONSULTANT (solely or materials generated or developed by Consultant under this Agreement or furnished by Sonoma to Consultant jointly with others) in the performance of the Services (the a “MaterialsWork”) shall be and remain the property of Sonoma. Consultant specifically agrees that all copyrightable Material generated or developed under this Agreement shall be considered are protectable by copyright are “works made for hire and hire,” as that such material shallterm is defined in the United States Copyright Act. However, upon creation, be owned by Sonoma. To to the extent that any such MaterialWork may not, under by operation of any applicable law, may not be considered works a work made for hire, Consultant CONSULTANT hereby assigns assigns, transfers and conveys to Sonoma the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma PROGENICS all of Consultant's CONSULTANT’s worldwide right, title and interest in and to such MaterialsWork, under patentincluding all Intellectual Property Rights relating thereto. For avoidance of doubt, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise this Section does not apply to Consultants activity permitted by law. (c) Consultant the proviso in the last paragraph of Section 2. Upon the request and at the expense of PROGENICS, CONSULTANT shall perform execute and deliver any and all instruments and documents and take such other acts that as may be deemed necessary or desirable by Sonoma to evidence more fully document the assignment and transfer of ownership of all Materials designated under this Section 5 described herein or to Sonoma enable PROGENICS to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by Sonoma. (d) To the extent that any preexisting secure its rights are embodied or reflected in the MaterialsInventions, Consultant hereby grants Works and Intellectual Property Rights relating thereto in any and all jurisdictions, or to Sonoma apply for, prosecute and enforce Intellectual Property Rights in any and all jurisdictions with respect to any Inventions or Works, or to obtain any extension, validation, re-issue, continuance or renewal of any such Intellectual Property Right. Without limiting the irrevocableforegoing, perpetualCONSULTANT shall disclose to PROGENICS all pertinent information and data with respect thereto and shall execute all applications, non-exclusivespecifications, worldwide, royalty-free right oaths and license all other instruments which PROGENICS deems necessary in order to (1) use, execute, reproduce, display, perform, distribute copies of, apply for and prepare derivative works based upon obtain such preexisting rights and in order to assign and convey to PROGENICS the sole and exclusive right, title and interest in and to such Inventions, Works and any derivate works thereof Intellectual Property Rights relating thereto. If PROGENICS is unable for any other reason to secure CONSULTANT’s signature to apply for or to pursue any application for any United States or foreign patent, trademark, copyright or other registration covering Inventions or Works assigned to PROGENICS hereunder, then CONSULTANT hereby irrevocably designates and (2) authorize others appoints PROGENICS and its duly authorized officers and agents as CONSULTANT’s agent and attorney in fact, to act for and in CONSULTANT’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or trademark, copyright or other registrations thereon with the same legal force and effect as if executed by CONSULTANT. CONSULTANT will only use any materials provided by or all on behalf of PROGENICS consistent with and as contemplated by this Agreement and will not undertake any actions which would jeopardize the foregoing. (e) Consultant hereby represents copyright, trademark, tradename and warrants that it has full right and authority to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or other intellectual property right that would conflict with rights of PROGENICS or its obligations under this Agreement. Consultant covenants and agrees that it shall not enter into affiliates in any such agreementsmaterials. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant Subject to the provisions of subparagraph 11(d), any reports, documents or other materials produced for CBS in connection with the performance of the Services performed by Contractor hereunder including, specifically, the depiction of Electronic Images as part of CBS television broadcasts (herein called "Materials") shall be the sole and absolute property of CBS for any and all purposes whatsoever and may be used by throughout the world in perpetuity without limitation or restriction, and Contractor agrees that all materialsit does not have, reports and other data or materials generated or developed by Consultant will not claim to have, either under this Agreement or furnished by Sonoma to Consultant (the “Materials”) shall be and remain the property of Sonoma. Consultant specifically agrees that all copyrightable Material generated otherwise, any right, title or developed under this Agreement shall be considered works made for hire and that such material shall, upon creation, be owned by Sonoma. To the extent that any such Material, under applicable law, may not be considered works made for hire, Consultant hereby assigns to Sonoma the ownership of copyright in such Materials, without the necessity interest of any further consideration, and Sonoma shall be entitled kind or nature whatsoever in or to obtain and hold in its own name all copyrights in respect of such Materialsmaterials. (b) The Materials created, developed or furnished to CBS by Contractor hereunder (whether alone or in conjunction with any other person or entity) shall be deemed to be provided to CBS as "Work Made for Hire" as such term is defined in the United States Copyright Act of 1976 and understood and interpreted pursuant to the copyright laws of the United States and CBS shall be deemed to be the copyright owner of such Materials. Contractor at CBS's request will execute such further instruments as CBS may from time to time request to evidence, establish, maintain, or defend CBS's copyrights, rights, title or interest in and to the Materials or effectuate the purposes of this Agreement, including, without limitation, execution of a short-form assignment covering CBS's acquisition of the rights in the Materials, which documents shall be in form satisfactory to CBS, and, as the case may be, suitable for recordation in the United States Copyright Office. If the provisions of subparagraph (b) hereof do not apply to the Materials created or furnished hereunder and to the extent Consultant maysuch Materials created or furnished by Contractor hereunder is protectible and capable of ownership at law or equity, under applicable lawContractor hereby assigns, be entitled conveys and transfers over to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma CBS all of Consultant's right, title and interest in and to such Materials, under patent, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma to evidence more fully transfer of ownership of all Materials designated under this Section 5 to Sonoma to the fullest extent possibleinterest, including but not limited to all copyrights, that it may have in the making of further written assignments in a form determined by SonomaMaterials. (d) To Notwithstanding the extent that any preexisting rights are embodied or reflected in the Materialsother provisions of this paragraph 11, Consultant hereby grants to Sonoma the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all of the foregoing. (e) Consultant hereby represents and warrants CBS acknowledges that it has full right and authority to perform its obligations and grant the rights and licenses herein granted and that does not have nor will it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer gain any right, titletitle or other proprietary interest in any of the following: (i) any of Contractor's patents, patent rights, copyrights, trademarks, trade names, service marks, trade secrets and confidential or proprietary information relating to the PVI System; or (ii) any of Contractor's or any third party's copyright, trademark or other proprietary rights in or to any individual images or elements contained in any Electronic Images (provided, however, that any image or element that Contractor creates at the express request and direction of CBS shall be owned by CBS; or (iii) the concept or idea of inserting Electronic Images, or interest to inserting any technology specific image or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants and agrees that it shall not enter element contained in any Electronic Images, into any such agreements.television broadcasts; or (fiv) Consultant shall provide to Sonoma any passwords created while particular method, manner, location or timing of inserting Electronic Images into television broadcasts that Contractor uses in performing the Services services under this Agreement.

Ownership of Materials. (a) 6.1 Consultant agrees that all materialsMaterials, reports and other data or materials generated or developed by Consultant under this Agreement or furnished by Sonoma SONOMA to Consultant (the “Materials”) shall be and remain the property of SonomaSONOMA. Consultant specifically agrees that all copyrightable Material generated or developed under this Agreement shall be considered works made for hire and that such material shall, upon creation, be owned exclusively by SonomaSONOMA. To the extent that any such Material, under applicable law, may not be considered works made for hire, Consultant hereby assigns to Sonoma SONOMA the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma SONOMA shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) 6.2 If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma SONOMA all of Consultant's right, title and interest in and to such Materials, under patent, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) 6.3 Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma SONOMA to evidence more fully transfer of ownership of all Materials designated under this Section 5 6 to Sonoma SONOMA to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by SonomaSONOMA. (d) 6.4 To the extent that any preexisting rights are embodied or reflected in the Materials, Consultant hereby grants to Sonoma SONOMA the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all of the foregoing. (e) 6.5 Consultant hereby represents and warrants that it he has full right and authority to perform its hiss obligations and grant the rights and licenses herein granted and that it he has neither assigned nor otherwise entered into an agreement by which it he purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants and agrees that it he shall not enter into any such agreements. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant agrees that all materialsMaterials, reports and other data or materials generated or developed by Consultant under this Agreement or furnished by Sonoma Oculus to Consultant (the “Materials”) shall be and remain the property of SonomaOculus. Consultant specifically agrees that all copyrightable Material generated or developed under this Agreement shall be considered works made for hire and that such material shall, upon creation, be owned exclusively by SonomaOculus. To the extent extend that any such Material, under applicable law, may not be considered works made for hire, Consultant hereby assigns to Sonoma Oculus the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma Oculus shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) . If and to the extent extend Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma Oculus all of Consultant's ’s right, title and interest in and to such Materials, under patent, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) . Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma Oculus to evidence more fully transfer of ownership of all Materials designated under this Section 5 6 to Sonoma Oculus to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by Sonoma. (d) Oculus. To the extent that any preexisting rights are embodied or reflected in the Materials, Consultant hereby grants to Sonoma Oculus the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all of the foregoing. (e) . Consultant hereby represents and warrants that it has full right and authority to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants and agrees that it shall not enter into any such agreements. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant Contractor covenants and agrees that all materialsof Contractor’s Work Product (as defined below) for HSW, reports and all of the ideas and other data intellectual property contained therein, shall be the sole and exclusive property of HSW and HSW shall maintain all worldwide right, title and interest therein. Contractor agrees (without further compensation) to execute any applications, agreements and instruments (including any assignment agreements and instruments) and to do all other things reasonably requested by HSW, at HSW’s expense (both during and after the Term of this Agreement) in order to vest more fully in HSW all worldwide ownership rights in such Work Product, including, without limitation, United States and foreign patent or materials generated other proprietary rights and copyrights. For purposes hereof, "Work Product" shall mean all works of authorship created, conceived or developed by Consultant under this Agreement Contractor in the performance of Contractor’s consulting duties. (b) If any one or furnished more of the Work Product are protectible by Sonoma copyright and are deemed in any way to Consultant (fall within the “Materials”) shall be and remain the property definition of Sonoma. Consultant specifically agrees that all copyrightable Material generated or developed under this Agreement "work made for hire," as such term is defined in 17 U.S.C. § 101, such work shall be considered works made for hire and that such material shall, upon creation, be owned by Sonoma. To the extent that any such Material, under applicable law, may not be considered works a "work made for hire," the copyright of which shall be owned solely, Consultant completely and exclusively by HSW. If any one or more of the aforementioned items are protectible by copyright and are not considered to be included in the categories of works covered by the "work made for hire" definition contained in 17 U.S.C. § 101, such items shall be deemed to be assigned and transferred by Contractor completely and exclusively to HSW by virtue of the execution of this Agreement. (c) Contractor hereby assigns waives any and all claims that Contractor may have in any jurisdiction to Sonoma “moral rights” or rights of “droit moral” with respect to the ownership of copyright in such MaterialsWork Product and acknowledges, confirms and agrees that HSW, without the necessity of any further considerationconsideration or action on the part of HSW or Contractor, shall have the right to make (or have others on HSW’s behalf make) enhancements and Sonoma derivative works of the same and that HSW or its designee shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma all of Consultant's worldwide right, title and interest in and to all such Materials, under patent, copyright, trade, secret enhancements and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma to evidence more fully transfer of ownership of all Materials designated under this Section 5 to Sonoma to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by Sonomaderivative works. (d) To the extent that any preexisting rights are embodied Upon completion or reflected in the Materialstermination of this Agreement, Consultant hereby grants Contractor agrees to Sonoma the irrevocablereturn to HSW all lists, perpetualbooks, non-exclusiverecords, worldwide, royalty-free right and license to (1) use, execute, reproduce, display, perform, distribute copies ofcompany property, and prepare derivative works based upon such preexisting rights Confidential Information obtained in connection with HSW’s business, and any derivate works thereof and (2) authorize others to do any or all of the foregoingcopies made thereof. (e) Consultant hereby represents and warrants that it has full right and authority to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants and agrees that it shall not enter into any such agreements. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant agrees Subject to Applicable Law, all Materials shall be the sole and absolute property of PGW and PGW shall have title thereto and unrestricted use thereof. To the extent that all materials, reports and other data or materials generated or any Materials relating to this Agreement developed by or for Consultant under this Agreement or furnished by Sonoma embody a copyrightable work, including, but not limited to, a "compilation" as that term is used in 17 U.S.C. §101, as amended from time to time, PGW and Consultant (the “Materials”agree that such copyrightable work(s) shall be considered as one or more "works made for hire" by Consultant for PGW, as that term is used in 17 U.S.C. §§101 and remain 201(b), as amended from time to time. To the property extent that any Materials relating to this Agreement developed by or for Consultant embody one or more copyrightable works but are neither a "compilation" nor any other form of Sonoma"work made for hire," Consultant hereby assigns, and agrees to execute instruments evidencing such assignment, all copyrights in all of such works to PGW. Consultant specifically agrees that shall cause all Materials developed or produced by Consultant in connection with this Agreement which embody a copyrightable Material generated work to bear the following designation: "20 Philadelphia Gas Works" [complete then current year in blank line]. (b) Consultant shall make available to PGW, upon PGW's request, a copy of any Materials prepared by or for Consultant in performance of this Agreement, at no cost to PGW. (c) All computer programs, tapes and software, if any, developed under this Agreement shall be considered works made for hire and that such material shall, upon creation, be owned compatible with specifications set forth by Sonoma. To the extent that any such Material, under applicable law, may not be considered works made for hire, Consultant hereby assigns to Sonoma the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma all of Consultant's right, title and interest in and to such Materials, under patent, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma to evidence more fully transfer of ownership of all Materials designated under this Section 5 to Sonoma to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by SonomaPGW. (d) To the extent that any preexisting rights are embodied or reflected in the Materials, Consultant hereby grants grants, and shall require its Subcontractors to Sonoma the irrevocablegrant, perpetual, non-exclusive, worldwide, to PGW a royalty-free free, nonexclusive and irrevocable right and license to (1) usepublish, executetranslate, reproduce, displaydeliver, perform, distribute copies of, perform and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any so, all studies, media, curricular, reports and other Materials not owned by PGW under this Agreement but which relate to the Services or all of the foregoing. (e) this Agreement; provided, however, that Consultant hereby represents and warrants that it has full shall not be required to grant such right and authority to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest PGW with respect to any technology or intellectual property right that Materials for which Consultant would conflict with its obligations under this Agreement. Consultant covenants and agrees that it shall not enter into any be liable to pay compensation to third parties because of such agreementsgrant. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant agrees Subject to Applicable Law, all Materials shall be the sole and absolute property of PGW and PGW shall have title thereto and unrestricted use thereof. To the extent that all materials, reports and other data or materials generated or any Materials relating to this Agreement developed by or for Consultant under this Agreement or furnished by Sonoma embody a copyrightable work, including, but not limited to, a "compilation" as that term is used in 17 U.S.C. §101, as amended from time to time, PGW and Consultant (the “Materials”agree that such copyrightable work(s) shall be considered as one or more "works made for hire" by Consultant for PGW, as that term is used in 17 U.S.C. §§101 and remain 201(b), as amended from time to time. To the property extent that any Materials relating to this Agreement developed by or for Consultant embody one or more copyrightable works but are neither a "compilation" nor any other form of Sonoma"work made for hire," Consultant hereby assigns, and agrees to execute instruments evidencing such assignment, all copyrights in all of such works to PGW. Consultant specifically agrees that shall cause all Materials developed or produced by Consultant in connection with this Agreement which embody a copyrightable Material generated work to bear the following designation: "20 __ Philadelphia Gas Works" [complete then current year in blank line]. (b) Consultant shall make available to PGW, upon PGW's request, a copy of any Materials prepared by or for Consultant in performance of this Agreement, at no cost to PGW. (c) All computer programs, tapes and software, if any, developed under this Agreement shall be considered works made for hire and that such material shall, upon creation, be owned compatible with specifications set forth by Sonoma. To the extent that any such Material, under applicable law, may not be considered works made for hire, Consultant hereby assigns to Sonoma the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, assigns and relinquishes exclusively to Sonoma all of Consultant's right, title and interest in and to such Materials, under patent, copyright, trade, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma to evidence more fully transfer of ownership of all Materials designated under this Section 5 to Sonoma to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by SonomaPGW. (d) To the extent that any preexisting rights are embodied or reflected in the Materials, Consultant hereby grants grants, and shall require its Subcontractors to Sonoma the irrevocablegrant, perpetual, non-exclusive, worldwide, to PGW a royalty-free free, nonexclusive and irrevocable right and license to (1) usepublish, executetranslate, reproduce, displaydeliver, perform, distribute copies of, perform and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any so, all studies, media, curricular, reports and other Materials not owned by PGW under this Agreement but which relate to the Services or all of the foregoing. (e) this Agreement; provided, however, that Consultant hereby represents and warrants that it has full shall not be required to grant such right and authority to perform its obligations and grant the rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest PGW with respect to any technology or intellectual property right that Materials for which Consultant would conflict with its obligations under this Agreement. Consultant covenants and agrees that it shall not enter into any be liable to pay compensation to third parties because of such agreementsgrant. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.

Ownership of Materials. (a) Consultant agrees that Home Depot, or its assignee, will own and have all materialsright and title in all ideas, reports concepts, plans, creations or work product produced at the request of Home Depot during the term of this Consulting Agreement, including, without limitation, any writings, drawings and other data or materials generated or developed by Consultant under this Agreement or furnished by Sonoma documentation of any kind (collectively, the "Works") and, to Consultant (the “Materials”) shall be and remain the property of Sonoma. Consultant specifically agrees that extent possible, all copyrightable Material generated or developed under this Agreement Works shall be considered works a work made for hire and that such material shall, upon creation, be owned by Sonomafor Home Depot within the meaning of Title 17 of the United States Code (the Copyright Act). To the extent that any such Material, under applicable law, may not be considered works made for hire, Consultant hereby assigns to Sonoma the ownership of copyright in such Materials, without the necessity of any further consideration, and Sonoma shall be entitled to obtain and hold in its own name all copyrights in respect of such Materials. (b) If and to the extent Consultant may, under applicable law, be entitled to claim any ownership interest in the Materials, reports and other data or materials generated or developed by Consultant under this Agreement, Consultant hereby transfers, grants, conveys, transfers and assigns any and relinquishes exclusively to Sonoma all of Consultant's right, title and interest in and to such Materialsthe Works and all materials contained therein or prepared therefor, including all copyrights and rights under patent, copyright, tradeto Home Depot worldwide and in perpetuity. In addition, secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. (c) Consultant shall perform any acts that may be deemed necessary or desirable by Sonoma assign and hereby so assigns to evidence more fully transfer Home Depot all of ownership of all Materials designated under this Section 5 to Sonoma to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by Sonoma. (d) To the extent that any preexisting rights are embodied or reflected its interest in the Materials, Works. Consultant hereby grants to Sonoma the Home Depot an irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (1) use, executeexecute and copy for its internal purposes any pre-existing materials contained in the Works. Consultant shall cooperate fully with Home Depot and shall execute such further documentation as Home Depot may request in order to establish, reproducesecure, displaymaintain or protect Home Depot's, performor its assignee's, distribute copies of, and prepare derivative works based upon such preexisting rights and any derivate works thereof and (2) authorize others to do any or all ownership of the foregoingWorks and of all rights therein. Furthermore, Consultant agrees that he shall never transfer or assign the Works, or any rights therein, to any third party. (eb) Consultant hereby represents (i) waives any so-called "moral rights" with respect to the Works; (ii) agrees never to use the Works without the prior express written consent of Home Depot; (iii) agrees never to contest Home Depot's or its assignee's exclusive, complete and warrants that it has full right unrestricted ownership in and authority to perform its obligations and grant the Works (including all copyright rights and licenses herein granted and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, titletherein), or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement. Consultant covenants claim adverse rights therein; and agrees (iv) acknowledges that it shall not enter into be entitled to any such agreementscompensation beyond that specifically provided herein for any of the Works. (f) Consultant shall provide to Sonoma any passwords created while performing the Services under this Agreement.