Ownership of Work and Data. All items Contractor is to deliver to Purchaser associated with the Work (including drawings and specifications, data, calculations, manuals, reports, documentation, designs, programs, software and training materials), whether or not patentable, registrable as a copyrightable work, or registrable as a trademark or service mark, shall become the property of Purchaser and Purchaser shall own any and all intellectual property rights therein (including the rights to any patent, trademark or service mark, trade secret, and copyright). Any works of authorship conceived or recorded by Contractor during the term of the Agreement pertaining in any material respect to the Work shall be done as “work made for hire” as defined and used in the Copyright Act of 1976, 17 USC §1 et seq. Purchaser, as the entity for which the work of authorship is prepared, shall own all right, title and interest in and to such materials, including the entire copyright therein. To the extent that any such material is not deemed to be a “work made for hire,” Contractor hereby assigns to Purchaser ownership of all right, title, and interest in and to such materials, including copyright. Notwithstanding the foregoing, nothing herein shall be deemed to convey or grant any ownership of intellectual property rights: (1) owned by Contractor prior to the effective date of this Agreement; or (2) developed by Contractor outside the scope of work on the Work; provided that Purchaser shall receive with respect to any such rights a nonexclusive, irrevocable, fully paid-up and royalty free, transferable, sub-licensable license to use, copy, communicate and prepare modifications to such rights for the purpose of completing, operating, maintaining, repairing, modifying, adding to, improvin g and demolishing the Work and related systems and any replacement thereof.
Ownership of Work and Data. The Work and all Data associated with the Work, whether or not patentable, registrable as a copyrightable work, or registrable as a trademark or service mark, shall become the property of Purchaser and Purchaser shall own any and all intellectual property rights therein (including the rights to any patent, trademark or service mark, trade secret, and copyright therein). Contractor hereby agrees that any materials and works of authorship conceived or written by Contractor during the term of the Agreement that pertain in any material respect to the Work shall be done as “work made for hire” as defined and used in the Copyright Act of 1976, 17 USC §1 et seq., and that Purchaser, as the entity for which the work is prepared, shall own all right, title and interest in and to such materials, including the entire copyright therein. To the extent that any such materials are not deemed to be a “work made for hire,” Contractor will assign to Purchaser ownership of all right, title, and interest in and to such materials, including ownership of the entire copyright therein. Notwithstanding the foregoing, nothing here shall be deemed to convey or grant any ownership of intellectual property rights, (i) owned by Contractor prior to the effective date of this Agreement; or (ii) developed by Contractor outside of scope of work on the Work; provided that Purchaser shall receive with respect to any such rights a nonexclusive, irrevocable, fully paid-up and royalty free, transferable, sub-licensable, license to use, copy, communicate and prepare modifications to such rights for the purposes of completing, operating, maintaining, repairing, modifying, adding to, improving and demolishing the Work and related systems and any replacement thereof.
