Common use of Ownership of Work Product Clause in Contracts

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For (a) The Company shall own all Work Product (as defined below). To the extent permitted by law, All Work Product shall be considered work made for hire by Consultant and owned by the Company. (b) If any of the Work Product may not, by operation of law, be considered work made for hire by Consultant for the Company (or if ownership of all right, title and interest of the intellectual property rights therein shall not otherwise vest exclusively in the Company), Consultant agrees to assign, and upon creation thereof automatically assigns, without further consideration, the ownership of all Trade Secrets (as defined below), U.S. and international copyrights, patentable inventions, and other intellectual property rights therein to the Company, its successors and assigns. (c) The Company, it successors and assigns, shall have the right to obtain and hold in its or their own name copyrights, registrations, and any other protection available in the foregoing. (d) Consultant agrees to perform upon the reasonable request of the Company, during or after Consultant's employment, such further acts as may be necessary or desirable to transfer, perfect and defend the Company's ownership of the Work Product. When requested, Consultant will (i) Execute, acknowledge and deliver any requested affidavits and documents of assignment and conveyance; (ii) Obtain and aid in the enforcement of copyrights (and, if applicable, patents) with respect to the Work Product in any countries; (iii) Provide testimony in connection with any proceeding affecting the right, title or interest of the Company in any Work Product; and (iv) Perform any other acts deemed necessary or desirable to carry out the purposes of this Agreement. The Company shall reimburse all reasonable out-of-pocket expenses incurred by Consultant at the Company's request in connection with the foregoing, including (unless Consultant is otherwise being compensated at the time) a reasonable per diem or hourly fee for services rendered following termination of Consultant's employment. (e) For purposes hereof, "Work Product" shall includemean all intellectual property rights, without limitationincluding all Trade Secrets, all designsU.S. and international copyrights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, patentable inventions, products, computer programs, procedures, discoveries and improvements, developmentsand other intellectual property rights, drawingsin any programming, notesdocumentation, documents, business processes, information and materials made, conceived technology or developed by Seller alone or with others which result from or relate other work product that relates to the Services performed hereunderbusiness and interests of the Company and that Consultant conceives, develops, or delivers to the Company at any time during the term of Consultant's employment. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute "Work Product. All " shall also include all intellectual property rights in any programming, documentation, technology or other work product that is now contained in any of the products or systems (including development and support systems) of the Company to the extent Consultant conceived, developed or delivered such Work Product shall at all times be to the Company prior to the date of this Agreement while Consultant was engaged as an independent contractor or Consultant of the Company. Consultant hereby irrevocably relinquishes for the benefit of the Company and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest assigns any moral rights in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted recognized by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionlaw.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Agents appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's NETAPPs expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's NETAPPs benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s 's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's NETAPPs business, or NETAPP's NETAPPs actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i), (ii) or (iiiii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-paid- up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that SellerXxxxxx's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others which result from or relate to the Services performed hereunderothers, and all copies thereof. Standard Goods Products manufactured by Seller and sold to NETAPP RMG without having been designed, customized customized, or modified for NETAPP RMG do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPRMG. Seller hereby agrees to irrevocably assign and transfer to NETAPP RMG and does hereby assign and transfer to NETAPP RMG all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP RMG will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP RMG deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP RMG all Work Product in its possession; (b) to assist NETAPP RMG in every reasonable way, at NETAPPRMG's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPRMG's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s RMG's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP RMG Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP RMG to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future RMG. Seller will ensure that Seller's Assistants upon their creation Affiliates appropriately waive any and all claims and assign to NETAPP RMG any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP RMG or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP RMG will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or RMG Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPRMG's business, or NETAPPRMG's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes 26.1 Bank of America will own exclusively all Work Product. Work Product, to the extent permitted by law, shall be deemed “works made for hire” (as that term is defined in the United States Copyright Act). To the extent the Work Product is not “works made for hire,” Supplier hereby assigns to Bank of America all right, title and interest (including all Intellectual Property Rights in the Work Product). Supplier shall provide Bank of America upon request with all assistance reasonably required to register or perfect such right, title and interest, including providing pertinent information and, executing all applications, specifications, oaths, assignments and all other instruments that Bank of America shall deem necessary in order to apply for and obtain such right, title and interest. Supplier shall enter into agreements with all of its Representatives and Subcontractors necessary to establish Bank of America’s sole ownership in the Work Product. Bank of America acknowledges Supplier’s and its licensors’ claims of proprietary rights in preexisting works of authorship and other intellectual property Supplier uses in its work pursuant to this Agreement. Bank of America does not claim any right not expressly granted by this Agreement in such works or intellectual property, which shall not be Work Product, even if incorporated with Work Product in the product Supplier delivers to Bank of America. Unless otherwise agreed in a SOW, Supplier grants Bank of America a perpetual, worldwide, irrevocable (subject to payment of the applicable mutually agreed upon amounts with respect to such Work Product), nonexclusive, royalty free license to any Intellectual Property Rights embedded in the Work Product, which shall permit Bank of **** Certain information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. America and any transferee or sublicensee of Bank of America, subject to the restrictions in this Agreement, "Work Product" shall includeto use and modify such embedded materials as necessary or desirable for, without limitationbut solely in connection with, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute full use of the Work Product. All Supplier and its personnel shall retain the right to use their general knowledge, experience, and know-how developed by Supplier in creating Work Product hereunder, including but not limited to use in connection with other client engagements entered into by Supplier, and as part of products or in the course of performing services for such other clients, but only to the extent that such items do not constitute, contain or embody Confidential Information of Bank of America and Supplier may not under any circumstance use for its benefit or the benefit of any third parties, or distribute, license or sale, Work Product to any other third party. 26.2 Supplier shall at all times promptly notify Bank of America in writing, of any threat, or the filing of any action, suit or proceeding, against Supplier, its Affiliates, Subcontractors or Representatives, (i) alleging infringement, misappropriation or other violation of any Intellectual Property Right related to any product, Work Product or Service furnished under this Agreement, or (ii) in which an adverse decision would reasonably be expected to have a material adverse effect on the Supplier or the use by Bank of America of the products, Work Product or Services furnished under this Agreement. 26.3 Without limiting its obligations under the Section entitled “Confidentiality and remain Information Protection”, Supplier acknowledges and agrees that it may use Customer Information and Consumer Information, subject to the sole provisions set forth in the Section entitled “Confidentiality and exclusive property Information Protection” set forth above, solely to provide, support and enhance the Services; provided, however, it may use, sell, license, distribute and disclose derivative data based originally on Customer Information and Consumer Information that has been compiled and aggregated with other data (“Aggregated Data”), provided that such Aggregated Data does not set forth the names, addresses, phone numbers, email addresses, account numbers or any non-publicly available personally identifiable information concerning such customers, consumers or other persons. In addition to the foregoing, Aggregated Data will not be identifiable as associated with a particular person or Bank of NETAPPAmerica. Seller hereby agrees Supplier will not use the Customer Information or Consumer Information in any manner (a) prohibited by law and (b) not permitted under this Agreement. Supplier shall not use Aggregated Data to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all market any of its worldwide products or services to Bank of America customers without the express written consent of Bank of America. 26.4 The parties further agree as follows in connection with the Services in X-0, X-0, and A-3: (a) Supplier understands and agrees that Bank of America is the exclusive owner of and holds and shall retain, all right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work ProductBank Materials, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP limitation all Work Product in its possession; Intellectual Property therein. (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination Bank of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller America hereby grants NETAPP to Supplier a non-exclusive, irrevocable, perpetualnonexclusive, worldwide, royalty free, fully paidrevocable and royalty-up free right and license to make, have made, sell, demonstrate, usestore, reproduce, modifydisplay, create derivative works based perform, transmit and use the Bank Materials on such worksthe applicable Service pages solely for the purpose of operating the Services for the benefit of Bank of America and its customers. Subject to the limitations contained in this Agreement, and sublicense such worksSupplier grants to Bank of America a nonexclusive, including non-transferable, limited license to display or link to the right to sublicense through multiple tiers Services on the Bank of distribution.America Site. In the event Bank of America is licensing the SDK Service, any license grants/restrictions will be set forth in the appropriate SCHEDULE A.

Ownership of Work Product. (a) For purposes of this AgreementOrder, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service service deliverables, inventions, products, Special Tooling, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services services performed or Products delivered hereunder. Standard Goods Products manufactured by Seller and sold to NETAPP Buyer without having been designed, customized or modified in any way for NETAPP Buyer do not constitute Work Product. All Work Product Product, if Buyer pays the purchase price relevant for that Work Product, shall at all times be and remain the sole and exclusive property of NETAPPBuyer. Seller hereby agrees to irrevocably assign and transfer to NETAPP Xxxxx and does hereby assign and transfer to NETAPP Buyer all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights. Seller hereby waives any and all moral and other rights to in any Work Product or any other intellectual property created, developed or acquired in respect of the maximum extent permitted by applicable lawsProducts. NETAPP Buyer will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP Buyer deems appropriate. Seller agrees: (ai) to disclose promptly and upon its creation in writing to NETAPP Buyer all Work Product in its possession; (bii) to assist NETAPP Buyer in every reasonable way, at NETAPP's Buyer’s expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's Buyer’s benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPPBuyer’s name as it deems appropriate; and (ciii) to otherwise treat all Work Product as NETAPP Buyer Confidential Information as described abovedefined herein. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Buyer to Seller shall remain the sole property of NETAPP and in particular the right of reproduction Buyer. (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future b) Seller will ensure that Seller's Assistants upon their creation subcontractors appropriately waive any and all claims and assign to NETAPP Buyer any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsOrder. Seller irrevocably agrees not to assert against NETAPP Buyer or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller Buyer affecting the Work Product. NETAPP . (c) Buyer will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Buyer Confidential Information of NETAPPInformation, unless (unless: i) such works relate to NETAPP's Buyer’s business, or NETAPP's Buyer’s actual or demonstrably anticipated research or development, ; or (ii) such works result from any Services services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionBuyer.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller Vendor alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller Vendor and sold to NETAPP Savvis without having been designed, customized or modified for NETAPP Savvis do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPSavvis. Seller Vendor and Xxxxxx’s Assistants hereby agrees agree to irrevocably assign and transfer to NETAPP Xxxxxx and does hereby assign and transfer to NETAPP Savvis all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights. Vendor and Vendor’s Assistants hereby irrevocably waive any and all of Vendor’s or Vendor’s Assistant’s moral rights in and to the maximum Work Product and, to the extent permitted by Vendor or Vendor’s Assistants are not the author(s) of the Work Product, Vendor and Vendor’s Assistants hereby assign to Savvis (including its successors, assigns and licensees) any applicable lawswaiver of moral rights in and to the Work Product, for all purposes and for the full term of any such rights. NETAPP Savvis will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP Savvis deems appropriate. Seller agreesVendor and Vendor’s Assistants agree: (a) to disclose promptly and upon its creation in writing to NETAPP Savvis all Work Product in its possession; (b) to assist NETAPP Savvis in every reasonable way, at NETAPP's Savvis’ expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's Savvis’ benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Savvis’ name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Savvis Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Savvis to Seller Vendor shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller Savvis. Vendor will ensure that SellerVendor's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP Savvis any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller Vendor irrevocably agrees not to assert against NETAPP Savvis or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller Vendor affecting the Work Product. NETAPP Savvis will not have rights to any works conceived or reduced to practice by Seller Vendor which were developed entirely on SellerVendor's own time without using reliance on or use of Savvis’ equipment, supplies, facilities or facilities, trade secret or secrets and/or Savvis Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's Savvis’ business, or NETAPP's Savvis’ actual or demonstrably anticipated research or developmentdevelopment ideas and/or know-how, or (ii) such works result from any Services performed by Seller Vendor for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionSavvis.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service Services deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP Company without having been designed, customized or modified for NETAPP Company do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPCompany. Seller hereby agrees to irrevocably assign and transfer to NETAPP Company and does hereby assign and transfer to NETAPP Company (and agrees that it shall be deemed to have assigned and transferred) all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Company will have the sole right to determine the treatment of any Work ProductProduct including, including without limitation, the right to keep it as a trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP Company deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Company all Work Product in its possession; , (b) to assist NETAPP Company in every reasonable way, at NETAPPCompany's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPCompany's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Company's name as it Company deems appropriate; , and (c) to otherwise treat all Work Product as NETAPP Company Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Company to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Company. Seller will ensure that Seller's Assistants upon their creation Agents appropriately waive any and all claims and assign to NETAPP Company any and all rights or any and interests in any Work Product or and original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Company or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Company will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret secrets or Company Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPCompany's business, or NETAPPCompany's actual or demonstrably anticipated research or development, ; or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionCompany.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP COMPANY without having been designed, customized customized, or modified for NETAPP COMPANY do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPCOMPANY. Seller hereby agrees to irrevocably assign and transfer to NETAPP COMPANY and does hereby assign and transfer to NETAPP COMPANY all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP COMPANY will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP COMPANY deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP COMPANY all Work Product in its possession; (b) to assist NETAPP COMPANY in every reasonable way, at NETAPPCOMPANY's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPCOMPANY's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPPCOMPANY’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP COMPANY Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP COMPANY to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionCOMPANY.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; ; (b) to assist NETAPP in every reasonable way, at NETAPP's NETAPPs expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's NETAPPs benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s 's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's NETAPPs business, or NETAPP's NETAPPs actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i), (ii) or (iiiii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apples name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunderpursuant to a PO, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPPApple’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. (a) For purposes of this AgreementOrder, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service service deliverables, inventions, products, Special Tooling, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services services performed or Products delivered hereunder. Standard Goods Products manufactured by Seller and sold to NETAPP Buyer without having been designed, customized or modified in any way for NETAPP Buyer do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPBuyer. Seller hereby agrees to irrevocably assign and transfer to NETAPP Xxxxx and does hereby assign and transfer to NETAPP Buyer all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights. Seller hereby waives any and all moral and other rights to in any Work Product or any other intellectual property created, developed or acquired in respect of the maximum extent permitted by applicable lawsProducts. NETAPP Buyer will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP Buyer deems appropriate. Seller agrees: (ai) to disclose promptly and upon its creation in writing to NETAPP Buyer all Work Product in its possession; (bii) to assist NETAPP Buyer in every reasonable way, at NETAPPBuyer's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPBuyer's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Buyer's name as it deems appropriate; and (ciii) to otherwise treat all Work Product as NETAPP Buyer Confidential Information as described abovedefined herein. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Buyer to Seller shall remain the sole property of NETAPP and in particular the right of reproduction Buyer. (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future b) Seller will ensure that Seller's Assistants upon their creation subcontractors appropriately waive any and all claims and assign to NETAPP Buyer any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawswiththis Order. Seller irrevocably agrees not to assert against NETAPP Buyer or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller Buyer affecting the Work Product. NETAPP . (c) Buyer will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Buyer Confidential Information of NETAPPInformation, unless (unless: i) such works relate to NETAPPBuyer's business, or NETAPPBuyer's actual or demonstrably anticipated research or development, ; or (ii) such works result from any Services services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionBuyer.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's NETAPPs expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's NETAPPs benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s 's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.unless

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this AgreementAgreement and any applicable PO. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP Buyer without having been designed, customized or modified for NETAPP Buyer do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPBuyer. Seller hereby agrees to irrevocably assign and transfer to NETAPP Xxxxx and does hereby assign and transfer to NETAPP Buyer all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Buyer will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP Buyer deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Buyer all Work Product in its possession; (b) to assist NETAPP Buyer in every reasonable way, at NETAPPBuyer's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPBuyer's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Buyer's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Buyer Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Buyer to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Buyer. Seller will ensure that SellerXxxxxx's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP Buyer any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Buyer or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Buyer will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Buyer Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPBuyer's business, or NETAPPBuyer's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionBuyer.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original origin al works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP COGNIGO without having been designed, customized or modified for NETAPP COGNIGO do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPCOGNIGO. Seller hereby agrees to irrevocably assign and transfer to NETAPP COGNIGO and does hereby assign and transfer to NETAPP COGNIGO all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP COGNIGO will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP COGNIGO deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP COGNIGO all Work Product in its possession; (b) to assist NETAPP COGNIGO in every reasonable way, at NETAPPCOGNIGO's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPCOGNIGO's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPPCOGNIGO’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP COGNIGO Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP COGNIGO to Seller shall remain the sole property of NETAPP COGNIGO and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.,

Ownership of Work Product. For purposes of All Intellectual Property Rights in anything written, designed, produced, or delivered by Provider under this Agreement, "and all associated derivatives, enhancements, and modifications (“Work Product" shall include”), are the property of MBRDNA. All Work Product is deemed “Works Made for Hire,” as that phrase is defined in Section 101 of the United States Copyright Act, as amended (“Act”), 17 U.S.C. § 101, and used in 17 U.S.C. § 201, and MBRDNA is considered the author and owns all right, title and interest, in and to the materials. To the extent that any of the Work Product does not qualify as “Works Made For Hire” under Section 101 of the Act or equivalent foreign or subsequently enacted domestic law, Provider irrevocably assigns to MBRDNA, immediately upon conception or creation, all right, title, and interest (including without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest Intellectual Property Rights) in and to the Work Product upon its creation including all associated intellectual property Product. Provider waives and does not assert any moral rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark that may exist in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights Provider’s Assistance. Upon MBRDNA’s request, Provider and Provider’s successors in interest must execute and deliver documents and take all other actions reasonably necessary to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipmentevidence, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's businessperfect, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPPprotect MBRDNA’s rights in the Work Product. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPPIf MBRDNA is unable, for any reason, to secure Provider’s signature to apply for or to pursue any application for any United States or foreign patent, copyright registrations, or other registrations covering works within made for hire assigned to MBRDNA, Provider irrevocably designates and appoints MBRDNA and its authorized officers and agents as Provider’s agent and attorney-in-fact, to act for and on Provider’s behalf to do any lawfully permitted acts to further the preceding sentence not owned by NETAPP but which are necessary to use the Goods prosecution and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such worksissuance of patents, and sublicense such worksregistration of copyrights or trademarks, including with the right same legal force and effect as if executed by Provider. Provider must not apply for any state, federal, or other United States or foreign jurisdiction’s registration of rights in the Work Product, and must not oppose or object in any way to sublicense through multiple tiers applications of distributionthe same by MBRDNA.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's NETAPPs expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's NETAPPs benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s 's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's NETAPPs business, or NETAPP's NETAPPs actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i), (ii) or (iiiii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-non- exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product”" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverablesmean any ideas, inventions, productsoriginal works of authorship, computer programs, proceduresdevelopments, improvements, developments, drawings, notes, documents, business or processes, information and materials madesolely or jointly conceived, conceived developed or developed reduced to practice by Seller alone Consultant, which arise out of, relate to or with others which result from or relate the services rendered under this Agreement. Consultant hereby assigns to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP Company all of its worldwide Consultant's right, title and interest in and to the any Work Product upon its creation (including without limitation all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have associated therewith) and acknowledges and agrees that such Work Product is the sole right and exclusive property of Company. Consultant further acknowledges that all original works of authorship defined as “Work Product” which are protectable by copyright are “works made for hire” within the meaning of Title 17 of the United States Code. Consultant shall make prompt full written disclosure to determine the treatment Company of any Work Product. Consultant shall, including the right to keep it as trade secretat Company's request and expense, execute documents and file patent applications on itperform such acts as Company may deem necessary, to use confirm in Company, all right, title and disclose it without prior patent applicationinterest throughout the world, in and to file registrations for copyrightany Work Product, design rights and all patents, copyrights and other applicable statutory protections thereon, and to enable and assist Company in procuring, maintaining, enforcing and defending patents, copyrights and other statutory protections throughout the world on any such Work Product. Consultant agrees to maintain adequate and current written records (in such format as may be specified by Company) of any conception, development or trademark reduction to practice of any Work Product and all such written records will be available to and remain the sole property of Company at all times. In furtherance and not in limitation of the foregoing, upon disclosure of each Work Product to the Company pursuant to this Agreement, Consultant will, at the request and cost of the Company sign, execute, make and do all such deeds, documents, acts and things as the Company and its own name duly authorized agents may deem necessary or to follow any other procedure that NETAPP deems appropriate. Seller agreesdesirable: (a) to disclose promptly apply for, obtain and upon its creation vest in writing the name of the Company alone letters patent, copyrights, trademark registrations or other analogous protection in any country throughout the world and when so obtained or vested to NETAPP all Work Product in its possessionrenew, extend and restore the same; and (b) to assist NETAPP defend any opposition proceedings in every respect of such applications and any opposition proceedings or petitions or applications for revocation or cancellation of such letters patent, copyright, trademark registration or other analogous protection. In the event that the Company is unable, after reasonable way, at NETAPP's expenseeffort, to securesecure Consultant’s signature on any application, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licenseesassignment, or distributors any claim of any intellectual property rights of Seller affecting the other document or instrument relating to letters patent, copyright, trademark or other analogous protection relating to a Work Product. NETAPP will not have rights to any works conceived , whether because of Consultant’s physical or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities mental incapacity or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within reason whatsoever, Consultant hereby irrevocably designates and appoints the preceding sentence not owned Company 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, copyright, trademark or other analogous protection thereon with the same legal force and effect as if executed by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionConsultant.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunderpursuant to a PO, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP ACWN without having been designed, customized customized, or modified for NETAPP ACWN do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPACWN. Seller hereby agrees to irrevocably assign and transfer to NETAPP ACWN and does hereby assign and transfer to NETAPP ACWN all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP ACWN will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP ACWN deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP ACWN all Work Product in its possession; (b) to assist NETAPP ACWN in every reasonable way, at NETAPPACWN's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPACWN's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s ACWN's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP ACWN Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP ACWN to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future ACWN. Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all claims and assign to NETAPP ACWN any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP ACWN or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP ACWN will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or ACWN Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPACWN's business, or NETAPPACWN's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionACWN.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; ; (b) to assist NETAPP in every reasonable way, at NETAPP's NETAPPs expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's NETAPPs benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s 's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's NETAPPs business, or NETAPP's NETAPPs actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i), (ii) or (iiiii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-non- exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-non- exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i), (ii) or (iiiii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.NETAPP

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights , discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; (c) to provide Apple with the source code of any software which constitutes a Work Product and (cd) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this the Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP Xxxxx without having been designed, customized or modified for NETAPP Xxxxx do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPXxxxx. Seller hereby agrees to irrevocably assign and transfer to NETAPP Xxxxx and does hereby assign and transfer to NETAPP Xxxxx all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Xxxxx will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications registrations on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems Xxxxx xxxxx appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Xxxxx all Work Product in its possession; (b) to assist NETAPP Xxxxx in every reasonable way, at NETAPP's Xxxxx'x expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's Xxxxx'x benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Xxxxx'x name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Xxxxx Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this the Agreement. All tools and equipment supplied by NETAPP Xxxxx to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Xxxxx. Seller will ensure that Seller's Assistants upon their creation employees, agents and representatives appropriately waive any and all claims and assign to NETAPP Xxxxx any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Xxxxx or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Xxxxx will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Xxxxx Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's Xxxxx'x business, or NETAPP's Xxxxx'x actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionXxxxx.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; ; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Agents appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.and

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade markstrademarks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that SellerXxxxxx's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide rightrights, title titles, and interest interests in and to the Work Product upon its creation including all associated intellectual and/or industrial property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Agents appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.research

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Apple. Seller will ensure that Seller's Assistants upon their creation Agents appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all al l associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; (c) to provide Apple with the source code of any software which constitutes a Work Product and (cd) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of o f this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future future. Seller will ensure that SellerXxxxxx's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.their

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.their

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP ADG without having been designed, customized or modified for NETAPP ADG do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPADG. Seller hereby agrees to irrevocably assign and transfer to NETAPP ADG and does hereby assign and transfer to NETAPP ADG all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP ADG will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP ADG deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP ADG all Work Product in its possession; (b) to assist NETAPP ADG in every reasonable way, at NETAPPADG's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPADG's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s ADG's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP ADG Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP ADG to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future ADG. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP ADG any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP ADG or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP ADG will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or ADG Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPADG's business, or NETAPPADG's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionADG.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunderpursuant to a PO, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Platypus without having been designed, customized customized, or modified for NETAPP Platypus do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPPlatypus. Seller hereby agrees to irrevocably assign and transfer to NETAPP Platypus and does hereby assign and transfer to NETAPP Platypus all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Platypus will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Platypus deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Platypus all Work Product in its possession; (b) to assist NETAPP Platypus in every reasonable way, at NETAPP's Platypus' expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's Platypus' benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Platypus' name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Platypus Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Platypus to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Platypus. Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all claims and assign to NETAPP Platypus any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Platypus or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Platypus will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Platypus Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's Platypus' business, or NETAPP's Platypus' actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionPlatypus.

Ownership of Work Product. For purposes Worldspan shall have exclusive unlimited use of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information the programmed software procedures and materials made, conceived or developed by Seller alone or with others work-flow methods which result from or relate are unique to the Services performed hereundersoftware prepared for Worldspan. Standard Goods manufactured by Seller In addition, Worldspan shall have exclusive title to reports, manuals, visual aids and sold to NETAPP without having been designed, customized or modified any other supporting documentation developed for NETAPP do not constitute Work ProductWorldspan. All Work Product such products made in the course of the Services rendered hereunder shall at all times be deemed "works made for hire" within the meaning of the Copyright Act of 1976, as amended (the "Act"). All such works shall be the property of Worldspan and remain Contractor hereby expressly disclaims any interest in any of them. To the extent that any work performed by Contractor is found as a matter of law not to be a "work made for hire" under the Act, Contractor hereby assigns to Worldspan the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to all such works and all copies of them, without further consideration. For purposes of assignment of Contractor's copyright in such products, Contractor hereby appoints Worldspan as its attorney-in-fact for the Work Product upon its creation including purpose of executing any and all associated intellectual property rights documents relating to the maximum extent permitted by applicable lawssuch assignment. NETAPP will Worldspan shall have the sole right to determine the treatment of any Work Product, including the right obtain and to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark hold in its own name or to follow copyright, patent, trademark, trade secret, and any other procedure that NETAPP deems appropriatemarks or registrations, intellectual property rights or other such protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Seller agrees: Neither Contractor nor his employees, partners, agents, directors, officers or contractors will copyright, patent, trademark, designate as its trade secret, sell, distribute, reverse engineer, re-compile, decompile, incorporate into derivative works or otherwise use said software (a) to disclose promptly including all source and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable wayobject code), documentation, source programs and components or other products developed by Contractor for Worldspan hereunder. Contractor shall give Worldspan and any person designated by Worldspan, at NETAPPWorldspan's expense, such reasonable assistance as may be required to secureperfect the rights described herein. Notwithstanding the foregoing, perfectContractor shall not be required to limit Contractor's use of any ideas, register, apply for, maintain, concepts or data processing techniques developed pursuant to Contractor's efforts under this Agreement which are general in nature and defend do not include any proprietary or confidential information of Worldspan or any items for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and which Worldspan has the exclusive unlimited right to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of use under this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: : (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's NETAPPs expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's NETAPPs benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s 's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's NETAPPs business, or NETAPP's (ii) NETAPPs actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.or

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; (c) to provide Apple with the source code of any software which constitutes a Work Product and (cd) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "“Work Product" ” shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP Polycom without having been designed, customized or modified for NETAPP Polycom do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPPolycom. Seller hereby agrees to irrevocably assign and transfer to NETAPP Polycom and does hereby assign and transfer to NETAPP Polycom all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Polycom will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP Polycom deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Polycom all Work Product in its possession; (b) to assist NETAPP Polycom in every reasonable way, at NETAPPPolycom's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPPolycom's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPPPolycom’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Polycom Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Polycom to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Polycom. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP Polycom any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Polycom or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Polycom will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Polycom Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPPolycom's business, or NETAPPPolycom's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionPolycom.

Ownership of Work Product. For purposes of this Agreement, "'Work Product" ' shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP Polycom without having been designed, customized or modified for NETAPP Polycom do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPPolycom. Seller hereby agrees to irrevocably assign and transfer to NETAPP Polycom and does hereby assign and transfer to NETAPP Polycom all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights. Further, Xxxxxx agrees that no additional amounts shall be due in consideration for such assignment of intellectual property rights, and Seller hereby waives any rights it may have to the maximum extent permitted by applicable lawsrequest additional amounts in respect of such assignment. NETAPP Polycom will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP Polycom deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Polycom all Work Product in its possession; (b) to assist NETAPP Polycom in every reasonable way, at NETAPPPolycom's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPPolycom's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Polycom's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Polycom Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Polycom to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Polycom. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP Polycom any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Polycom or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Polycom will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Polycom Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPPolycom's business, or NETAPPPolycom's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionPolycom.

Ownership of Work Product. For purposes of this the Agreement, "“Work Product" ” shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP Polycom without having been designed, customized or modified for NETAPP Polycom do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPPolycom. Seller hereby agrees to irrevocably assign and transfer to NETAPP Polycom and does hereby assign and transfer to NETAPP Polycom all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Polycom will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP Polycom deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Polycom all Work Product in its possession; (b) to assist NETAPP Polycom in every reasonable way, at NETAPPPolycom's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPPolycom's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPPPolycom’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Polycom Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this the Agreement. All tools and equipment supplied by NETAPP Polycom to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Polycom. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP Polycom any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Polycom or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Polycom will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Polycom Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPPolycom's business, or NETAPPPolycom's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionPolycom.

Ownership of Work Product. For purposes a. Company agrees to disclose promptly, fully and in confidence to Client, any and all products designed or produced by the Company during the Term in the performance of this Agreementthe Services hereunder and any data collected or produced by the Company in connection therewith (collectively, "Work Product" shall include, without limitationthe “Works”). Subject to the full payment of the Fees hereunder, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product Works shall at all times be and remain the Client’s sole and exclusive property property. To confirm such ownership by Client of NETAPP. Seller the copyright in Canada and elsewhere in the world, Company hereby agrees sells and assigns to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide Client, the entire right, title and interest for Canada and all other countries in and to the Work Product upon copyright in and to the Works as well as the right to receive any copyright registrations for the Works. Notwithstanding the foregoing, Works do not include the Company’s Pre-Existing Works (as defined below). b. Notwithstanding the fact that the Client shall have ownership of the Works in accordance with the Terms of this Agreement, the Works shall be considered to be Confidential Information hereunder and as such, shall not be shared by the Client except in accordance with the provisions of Section 19. Notwithstanding the foregoing, there shall be no restrictions on how the Client makes use of the Works provided that such use is for the Client’s internal purposes only. c. The Company retains its creation moral rights in and to the Works and as such, the integrity of the Works shall be maintained by the Client and the Company shall be reasonably attributed as the author and creator of the Works. d. The Client shall, in addition to any other indemnification obligations set forth herein, indemnify the Company against any and all claims, actions, damages, cost, and losses which the Company may suffer or incur resulting from the modification and/or distribution of the Works in contravention of the provisions of this Agreement, including all associated costs and expenses, including legal fees and disbursements on a solicitor and client basis. e. Subject to the payment of Fees hereunder, Company hereby grants to Client a non-exclusive, royalty-free, irrevocable, perpetual license to use any computer system designs, documentation, inventions (whether or not patentable or reduced to practice), developments or like materials, trade secrets, data, processes, methods, improvements, document templates and formats, or enhancements that are Company’s pre-existing property, or that are created by the Company other than in the course of delivering the Services (the “Pre-Existing Works”), which are included in the Services. This license may be sublicensed or assigned to any licensee(s) or assignee of the respective Services (if applicable). Client hereby confirms that, subject to the license granted hereunder, that Company shall retain the entire, right, title and interest for Canada and all other countries in and to the Pre-Existing Works and any intellectual property rights related thereto. f. Subject to the maximum extent permitted payment of Fees hereunder, in furtherance of the assignments of intellectual property provided hereunder and at any time upon Client’s request, and in the form and manner prescribed by applicable laws. NETAPP will have it, Company shall execute all such documents as are necessary or desired by Client to confirm the sole right assignment of such intellectual property to determine the treatment Client of any Work Productand all rights, title and interest (including all intellectual property rights) in and to all of the Works, throughout the world, including reversionary interests and rights of renewal in and to the copyright to the Works, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights create derivative works which modify or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rightsalter the Works, and all other proprietary rights or statutory protections in patent and design right to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such worksWorks, including the right to sublicense through multiple tiers file patent applications, all at the Client’s sole cost and expense. g. Company hereby represents and warrants to the Company that the Works shall not infringe on the intellectual property or other proprietary rights of distributionany third parties. h. The Client grants to the Company a revocable, sub-licensable, non-transferable, non-exclusive, royalty-free, worldwide limited licence for the term of this Agreement to use, exploit, copy, reproduce, manufacture, sub-license, modify, improve, enhance and make derivative works of the Client's intellectual property and Works solely to the extent necessary to enable the Company to comply with its obligations under this Agreement.

Ownership of Work Product. For purposes of this Agreement, "“Work Product" shall include” includes, without limitation, all copyright, designs, discoveries, creations, works, devices, masksmask works, models, work in progress, Service Services deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP Seaspan do not constitute Work Product. All Work Product shall will at all times be and remain the sole and exclusive property of NETAPPSeaspan. Seller hereby agrees to irrevocably assign and transfer to NETAPP Seaspan and does hereby assign and transfer to NETAPP Seaspan all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights. Seller will obtain, at its own cost and Seaspan’s request, waivers of moral rights to from all Seller’s employees and agents involved in the maximum extent permitted by applicable lawscreation of the Goods or Services. NETAPP Seaspan will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, to execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Seaspan deems appropriate. Seller agreesagrees to: (ai) to disclose promptly and upon its creation in writing to NETAPP Seaspan all Work Product in its possession; (bii) assist Seaspan and cause Seller’s Assistants to assist NETAPP Seaspan, in every reasonable way, at NETAPPSeaspan's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPSeaspan's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Seaspan's name as it deems appropriate; and (ciii) to otherwise treat all Work Product as NETAPP Seaspan Confidential Information as described aboveInformation. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Seaspan to Seller shall will remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seaspan. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign moral rights and that each of Seller’s Assistants assigns, if applicable, to NETAPP Seaspan any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Seaspan or its direct or indirect customers, assignees or licensees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Seaspan will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, trade secrets or trade secret or Seaspan Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPSeaspan's business, business or NETAPPSeaspan's actual or demonstrably anticipated research or development, development or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionSeaspan.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future future. Seller will ensure that SellerXxxxxx's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP GREENQLOUD without having been designed, customized or modified for NETAPP GREENQLOUD do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPGREENQLOUD. Seller hereby agrees to irrevocably assign and transfer to NETAPP GREENQLOUD and does hereby assign and transfer to NETAPP GREENQLOUD all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP GREENQLOUD will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP GREENQLOUD deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP GREENQLOUD all Work Product in its possession; (b) to assist NETAPP GREENQLOUD in every reasonable way, at NETAPPGREENQLOUD's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPGREENQLOUD's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPPGREENQLOUD’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP GREENQLOUD Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP GREENQLOUD to Seller shall remain the sole property of NETAPP GREENQLOUD and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP GREENQLOUD any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP GREENQLOUD or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP GREENQLOUD will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPPGREENQLOUD, unless (i) such works relate to NETAPPGREENQLOUD's business, or NETAPPGREENQLOUD's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPPGREENQLOUD. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPPGREENQLOUD, for any other works within the preceding sentence not owned by NETAPP GREENQLOUD but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP GREENQLOUD a non-non- exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. With regard to any non- assignable intellectual property right to a Work Product (in particular: copyrights under the German Copyright Act), Seller shall grant and hereby grants to NETAPP an exclusive, irrevocable, perpetual, world-wide, royalty-free, fully paid- up, transferable right to use, copy, edit, modify, store, publicly display, distribute, demonstrate, create derivative works of and otherwise exploit as well as sublicense the Work Product, including the right to sublicense through multiple tiers of distribution. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and NETAPP, including in particular particular, the right of reproduction (including the right rights to copy, use, install and deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future future. Seller will ensure that SellerXxxxxx's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunderpursuant to a PO, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Braeburn without having been designed, customized customized, or modified for NETAPP Braeburn do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPBraeburn. Seller hereby agrees to irrevocably assign and transfer to NETAPP Xxxxxxxx and does hereby assign and transfer to NETAPP Braeburn all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Xxxxxxxx will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Xxxxxxxx deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Braeburn all Work Product in its possession; (b) to assist NETAPP Xxxxxxxx in every reasonable way, at NETAPPBraeburn's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPXxxxxxxx's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Braeburn's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Braeburn Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Braeburn to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Braeburn. Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all claims and assign to NETAPP Braeburn any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Braeburn or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP Braeburn will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Braeburn Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's Braeburn' business, or NETAPP's Braeburn' actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionBraeburn.

Ownership of Work Product. For purposes Worldspan shall have exclusive unlimited use of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information the programmed software procedures and materials made, conceived or developed by Seller alone or with others work-flow methods which result from or relate are unique to the Services performed hereundersoftware prepared for Worldspan. Standard Goods manufactured by Seller In addition, Worldspan shall have exclusive title to reports, manuals, visual aids and sold to NETAPP without having been designed, customized or modified any other supporting documentation developed for NETAPP do not constitute Work ProductWorldspan. All Work Product such products made in the course of the Services rendered hereunder shall at all times be deemed "works made for hire" within the meaning of the Copyright Act of 1976, as amended (the "Act"). All such works shall be the property of Worldspan and remain Contractor hereby expressly disclaims any interest in any of them. To the extent that any work performed by Contractor is found as a matter of law not to be a "work made for hire" under the Act, Contractor hereby assigns to Worldspan the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to all such works and all copies of them, without further consideration. For purposes of assignment of Contractor's copyright in such products, Contractor hereby appoints Worldspan as its attorney-in-fact for the Work Product upon its creation including purpose of executing any and all associated intellectual property rights documents relating to the maximum extent permitted by applicable lawssuch assignment. NETAPP will Worldspan shall have the sole right to determine the treatment of any Work Product, including the right obtain and to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark hold in its own name or to follow copyright, patent, trademark, trade secret, and any other procedure that NETAPP deems appropriatemarks or registrations, intellectual property rights or other such protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Seller agrees: Neither Contractor nor its employees, partners, agents, directors, officers or contractors will copyright, patent, trademark, designate as its trade secret, sell, distribute, reverse engineer, re-compile, decompile, incorporate into derivative works or otherwise use said software (a) to disclose promptly including all source and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable wayobject code), documentation, source programs and components or other products developed by Contractor for Worldspan hereunder. Contractor shall give Worldspan and any person designated by Worldspan, at NETAPPWorldspan's expense, such reasonable assistance as may be required to secureperfect the rights described herein. Notwithstanding the foregoing, perfectContractor shall not be required to limit Contractor's use of any ideas, register, apply for, maintain, concepts or data processing techniques developed pursuant to Contractor's efforts under this Agreement which are general in nature and defend do not include any proprietary or confidential information of Worldspan or any items for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and which Worldspan has the exclusive unlimited right to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of use under this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPP, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP PLEXISTOR without having been designed, customized or modified for NETAPP PLEXISTOR do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPPLEXISTOR. Seller hereby agrees to irrevocably assign and transfer to NETAPP PLEXISTOR and does hereby assign and transfer to NETAPP PLEXISTOR all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable laws. NETAPP PLEXISTOR will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights or trademark in its own name or to follow any other procedure that NETAPP PLEXISTOR deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP PLEXISTOR all Work Product in its possession; (b) to assist NETAPP PLEXISTOR in every reasonable way, at NETAPPPLEXISTOR's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPPLEXISTOR's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPPPLEXISTOR’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP PLEXISTOR Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP PLEXISTOR to Seller shall remain the sole property of NETAPP PLEXISTOR and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP PLEXISTOR any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable laws. Seller irrevocably agrees not to assert against NETAPP PLEXISTOR or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP PLEXISTOR will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or Confidential Information of NETAPPPLEXISTOR, unless (i) such works relate to NETAPPPLEXISTOR's business, or NETAPPPLEXISTOR's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPPPLEXISTOR. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPPPLEXISTOR, for any other works within the preceding sentence not owned by NETAPP PLEXISTOR but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP PLEXISTOR a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i), (ii) or (iiiii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall includeincludes, without limitation, all designs, design rights, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP Apple. Seller hereby waives and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Seller will ensure that Seller's Assistants upon their creation Agents appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPPApple. Except for works within (i) Should the laws, regulations, or (ii) binding rulings of any particular jurisdiction prohibit the preceding sentence which shall be works owned by NETAPP, for vesting of any other works within the preceding sentence not owned by NETAPP but which are necessary right to use the Goods a Work Product directly in Apple and Services for their intended purposesassignment or transfer of any such right to a Work Product to Apple, Seller grants the following license with respect to such affected Work Product without any requirement to execute any additional instrument, authorization or consent: Seller hereby grants NETAPP agrees to grant, and does grant, to Apple, a nonworldwide, royalty-free, fully-exclusive, unlimited as to quantity, perpetual and irrevocable, perpetualassignable, worldwide, royalty free, fully paidsub-up licensable right and license to make, have made, sell, demonstrateexercise, use, reproduceand exploit in any manner such affected Work Product. Provided that any moral rights vest in the Work Product, modify, create derivative works based on Seller thereby acknowledges and agrees that Apple is authorized to exercise all moral rights to such works, and sublicense such worksWork Product, including the but not limited to publish, alter, adapt and translate such Work Product and, where applicable, also including right to sublicense through multiple tiers join such Work Product with another work of distributionmind, goods or services and include such Work Product into a collective work or database. In addition, such Work Product can be introduced in public under the Apple's name. Apple hereby accepts such license and authorization.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business 25. Data Protection. To the extent that Seller receives any information that relates to an identified or identifiable individual (“Personal Data”) from or on behalf of NETAPP in connection with any Agreement, Seller will process such Personal Data solely for the purpose of providing the goods and services specified in such Agreement, in accordance with all applicable agreements with NETAPP, including without limitation any applicable data processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i), (ii) or (iiiii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; (b) to assist NETAPP in every reasonable way, at NETAPP's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that Seller's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's business, or NETAPP's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.

Ownership of Work Product. For purposes of this Agreement, "Work ProductWorkProduct" shall includeincludes, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived conceived, or developed by Seller Seller, alone or with others others, which result from or relate to the Services performed hereunder, and all copies thereof. Standard Goods manufactured by Seller and sold to NETAPP Apple without having been designed, customized customized, or modified for NETAPP Apple do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPPApple and Seller shall not be entitled to use or reverse engineer any Work Product without the prior written consent of Apple. Seller hereby agrees to irrevocably assign and transfer to NETAPP Apple and does hereby assign and transfer to NETAPP Apple all of its worldwide right, title title, and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP Apple will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name name, or to follow any other procedure that NETAPP Apple deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP Apple all Work Product in its possession; (b) to assist NETAPP Apple in every reasonable way, at NETAPPApple's expense, to secure, perfect, register, apply for, maintain, and defend for NETAPPApple's benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, trade marks and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s Apple's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Apple Confidential Information as described above. These obligations to disclose, assist, execute execute, and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP Apple to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future Apple. Seller will ensure that Seller's Assistants upon their creation Seller Parties appropriately waive any and all rights (including where waiver is permissible by law moral rights, and rights in any country that are equivalent or similar to moral rights) and any and all claims and assign to NETAPP Apple any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP Apple or its direct or indirect customers, assignees or licenseesassignees, or distributors licensees any claim of any intellectual property rights of Seller affecting the Work Product, and in the event that it does assert such rights, or challenges the ownership or validity of the intellectual property, Apple shall be entitled to terminate this Agreement forthwith. NETAPP Apple will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities facilities, or trade secret or Apple Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPPApple's business, or NETAPPApple's actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i) or (ii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distributionApple.

Ownership of Work Product. For purposes of this Agreement, "Work Product" shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed hereunder. Standard Goods manufactured by Seller and sold to NETAPP without having been designed, customized or modified for NETAPP do not constitute Work Product. All Work Product shall at all times be and remain the sole and exclusive property of NETAPP. Seller hereby agrees to irrevocably assign and transfer to NETAPP and does hereby assign and transfer to NETAPP all of its worldwide right, title and interest in and to the Work Product upon its creation including all associated intellectual property rights to the maximum extent permitted by applicable lawsrights. NETAPP will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright, design rights copyright or trademark in its own name or to follow any other procedure that NETAPP deems appropriate. Seller agrees: (a) to disclose promptly and upon its creation in writing to NETAPP all Work Product in its possession; ; (b) to assist NETAPP in every reasonable way, at NETAPP's NETAPPs expense, to secure, perfect, register, apply for, maintain, and defend for NETAPP's NETAPPs benefit all copyrights, patent rights, design rights, trade marks, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in NETAPP’s 's name as it deems appropriate; and (c) to otherwise treat all Work Product as NETAPP Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by NETAPP to Seller shall remain the sole property of NETAPP and in particular the right of reproduction (including the right to copy, use, install deploy), the right of performance, the right of modification (right to correct, fix, revise, translate, improve, adapt or perform any other modifications), the right to study and test, the right to decompile, the right to disclose to third parties, the right to commercialise and to sublicense, for the term of the legal protection of the applicable intellectual property rights and whatever the media whether present or future NETAPP. Seller will ensure that SellerXxxxxx's Assistants upon their creation appropriately waive any and all claims and assign to NETAPP any and all rights or any interests in any Work Product or original works created in connection with this Agreement to the maximum extent permitted by applicable lawsAgreement. Seller irrevocably agrees not to assert against NETAPP or its direct or indirect customers, assignees or licensees, or distributors any claim of any intellectual property rights of Seller affecting the Work Product. NETAPP will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller's own time without using equipment, supplies, facilities or trade secret or NETAPP Confidential Information of NETAPPInformation, unless (i) such works relate to NETAPP's NETAPPs business, or NETAPP's NETAPPs actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for NETAPP. Except for works within (i), (ii) or (iiiii) of the preceding sentence which shall be works owned by NETAPP, for any other works within the preceding sentence not owned by NETAPP but which are necessary to use the Goods and Services for their intended purposes, Seller hereby grants NETAPP a non-non- exclusive, irrevocable, perpetual, worldwide, royalty free, fully paid-up license to make, have made, sell, demonstrate, use, reproduce, modify, create derivative works based on such works, and sublicense such works, including the right to sublicense through multiple tiers of distribution.