Common use of Ownership of Work Products Clause in Contracts

Ownership of Work Products. (a) The Contractor hereby assigns to the City, without reservation, all copyrights in all Project- related documents, models, photographs, and other expression created by the Contractor. Among those documents are certain “Work Product,” including the design drawings and the Construction Documents. The City’s obligation to pay the Contractor is expressly conditioned upon the Contractor’s obtaining a valid written comprehensive assignment of copyrights from its consultants in terms identical to those that obligate the Contractor to the City as expressed in this subsection, which copyrights the Contractor, in turn, hereby assigns to the City. The City, in return, hereby grants the Contractor and its subcontractors and subconsultants a revocable, nonexclusive license to reproduce the documents for purposes relating directly to the Contractor’s performance of its obligations under this Agreement for the Contractor’s archival records, and for the Contractor’s reproduction of drawings and photographs in the Contractor’s marketing materials. This nonexclusive license shall terminate automatically upon the occurrence of either a breach of this Agreement by the Contractor or the accused commission by the Contractor of a tort or a crime affecting the City or the project or upon termination of this Agreement. This nonexclusive license is granted to the contractor alone and shall not be assigned by the Contractor to any other person or entity, except that the non-exclusive license granted in this Agreement to the Contractor for purposes of the Contractor’s performance hereunder may be sub-licensed to the Contractor’s subcontractors or subconsultants (with the same limitations). Subject to the foregoing, this nonexclusive license shall terminate automatically upon a Consultant’s assignment of this nonexclusive license to another or its attempt to do so. (b) To the extent that liability arises from misuse of the Work Product by the City or another consultant or designer, the Contractor shall not be responsible for that misuse. If the City uses the Work Products for purposes including additions to and modifications of the project, and for other projects, the City shall indemnify the Contractor for losses, including reasonable attorneys’ fees, suffered by the Contractor as a result of the use of the design and these documents for such other purposes. If these documents are used for other purposes, the City shall see that they are modified (i) to indicate that the Contractor did not prepare them for such other purposes and is not responsible for their use in connection with such other purposes and (ii) to delete the Contractor’s name and seal from the documents (where permitted or required by law). (c) Except for the licenses granted in this Section 15, no other license or right shall be deemed granted or implied under this Agreement. No other project-related data, expression, or documents may be reproduced by the Contractor or its subcontractors or subconsultants for any other purposes without the express written permission of the City. (d) If the City subsequently reproduces project-related documents or creates a derivative work based upon project-related documents created by the Contractor, the City shall (where permitted or required by law) remove or completely obliterate the original professional’s seals, logos, and other indications on the documents of the identity of the Contractor and its subcontractors or subconsultants.

Ownership of Work Products. (a) The Contractor Designer hereby assigns to the City, without reservation, all copyrights in all Project- Work-related documents, including sketches, models, photographs, data sets, source code and scripts, and other expression Work-related expressions created by the ContractorDesigner. Among those documents are certain “Work Product,” including the Work- related deliverables, programs, applications, reports, design drawings drawings, and the Construction Documentsconstruction documents. The City’s obligation to pay the Contractor Designer is expressly conditioned upon the ContractorDesigner’s obtaining a valid written comprehensive assignment of copyrights from its consultants subcontractors in terms identical to those that obligate the Contractor Designer to the City as expressed in this subsection, which copyrights the ContractorDesigner, in turn, hereby assigns to the City. The City, in return, hereby grants the Contractor Designer and its subcontractors and subconsultants a revocable, nonexclusive license to reproduce the documents for purposes relating directly to the ContractorDesigner’s performance of its obligations under this Agreement Contract for the ContractorDesigner’s archival records, and for the ContractorDesigner’s reproduction of drawings and photographs in the ContractorDesigner’s marketing materials. This nonexclusive license shall terminate automatically upon the occurrence of either a breach of this Agreement Contract by the Contractor Designer or the accused commission by the Contractor Designer of a tort or a crime affecting the City or the project Work or upon termination of this AgreementContract. This nonexclusive license is granted to the contractor Designer alone and shall not be assigned by the Contractor Designer to any other person or entity, except that the non-exclusive license granted in this Agreement Contract to the Contractor Designer for purposes of the ContractorDesigner’s performance hereunder may be sub-sub- licensed to the ContractorDesigner’s subcontractors or subconsultants (with the same limitations). Subject to the foregoing, this nonexclusive license shall terminate automatically upon a ConsultantDesigner’s assignment of this nonexclusive license to another or its attempt to do so. (b) To the extent that liability arises from misuse of the Work Product by the City or another consultant or designer, the Contractor Designer shall not be responsible for that misuse. If the City uses the Work Products for purposes including additions to and modifications of the projectWork, and for other projects, the City shall indemnify the Contractor Designer for losses, including reasonable attorneys’ fees, suffered by the Contractor Designer as a result of the use of the design and these documents for such other purposes. If these documents are used for other purposes, the City shall see that they are modified (i) to indicate that the Contractor Designer did not prepare them for such other purposes and is not responsible for their use in connection with such other purposes and (ii) to delete the ContractorDesigner’s name and seal from the documents (where permitted or required by law). (c) Except for the licenses granted in this Section 15Section, no other license or right shall be deemed granted or implied under this AgreementContract. No other projectWork-related data, expression, or documents may be reproduced by the Contractor Designer or its subcontractors or subconsultants for any other purposes without the express written permission of the City. (d) If the City subsequently reproduces projectWork-related documents or creates a derivative work based upon project-Work- related documents created by the ContractorDesigner, the City shall (where permitted or required by law) remove or completely obliterate the original professional’s seals, logos, and other indications on the documents of the identity of the Contractor Designer and its subcontractors or subconsultantssubcontractors.

Ownership of Work Products. PROCURED OR DEVELOPED UNDER THIS CONTRACT: All intellectual property rights (aincluding, without limitation, copyrights and trade secrets) The Contractor hereby assigns to information and materials developed or owned by the LOCAL AUTHORITY and disclosed or supplied to the CityCONSULTANT while performing the services under this Contract will belong exclusively to the LOCAL AUTHORITY (“the LOCAL AUTHORITY’S Work”). All intellectual property rights (including, without reservationlimitation, copyrights and trade secrets) to the work product of CONSULTANT, whether developed by CONSULTANT before or in the course of providing the services (“the CONSULTANT’S Work”), will belong exclusively to the CONSULTANT, provided that such intellectual property rights of the CONSULTANT will not extend to any portion of the LOCAL AUTHORITY’S Work which is incorporated into the CONSULTANT’S Work. The LOCAL AUTHORITY will retain ownership of any information specific to its employees or operations contained in the CONSULTANT’S Work, any LOCAL AUTHORITY confidential information that is incorporated into the CONSULTANT’S Work, and any conclusions or recommendations therein that are specific to the LOCAL AUTHORITY and not of general utility. Except as otherwise provided in this Section, all copyrights in all Project- related documents, models, photographs, and other expression created Deliverables produced by the Contractor. Among those documents are certain “Work Product,” including the design drawings CONSULTANT and the Construction Documents. The City’s obligation to pay the Contractor is expressly conditioned upon the Contractor’s obtaining a valid written comprehensive assignment of copyrights from its consultants in terms identical to those that obligate the Contractor to the City as expressed in covered by this subsection, which copyrights the Contractor, in turn, hereby assigns to the City. The City, in return, hereby grants the Contractor and its subcontractors and subconsultants a revocable, nonexclusive license to reproduce the documents for purposes relating directly to the Contractor’s performance of its obligations under this Agreement for the Contractor’s archival records, and for the Contractor’s reproduction of drawings and photographs in the Contractor’s marketing materials. This nonexclusive license shall terminate automatically upon the occurrence of either a breach of this Agreement Contract will be owned by the Contractor or the accused commission by the Contractor of a tort or a crime affecting the City or the project or upon termination of this AgreementLOCAL AUTHORITY. This nonexclusive license is granted to the contractor alone and shall not be assigned by the Contractor to any other person or entity, except that the non-exclusive license granted in this Agreement to the Contractor for purposes of the Contractor’s performance hereunder may be sub-licensed to the Contractor’s subcontractors or subconsultants (with the same limitations). Subject to the foregoing, this nonexclusive license shall terminate automatically upon a Consultant’s assignment of this nonexclusive license to another or its attempt to do so. (b) To the extent that liability arises from misuse any of the Work Product by CONSULTANT’S intellectual property is embedded in Deliverables provided to the City or another consultant or designerLOCAL AUTHORITY under this Contract, the Contractor shall not be responsible CONSULTANT hereby grants to LOCAL AUTHORITY a non-exclusive, irrevocable, perpetual, and royalty-free license to use such intellectual property for business purposes to the extent necessary to permit the LOCAL AUTHORITY to utilize the CONSULTANT’S Work under this Contract. At the CONSULTANT's request, the LOCAL AUTHORITY will incorporate any proprietary notice the CONSULTANT may reasonably include for any intellectual property contained in a Deliverable in all copies the LOCAL AUTHORITY makes of that misuseDeliverable. If the City uses CONSULTANT incorporates into the CONSULTANT’S Work Products for purposes including additions any information to and modifications which the CONSULTANT’S obligations of the project, and for other projectsconfidentiality under this Contract apply, the City shall indemnify the Contractor for losses, including reasonable attorneys’ fees, suffered by the Contractor as a result incorporated information will remain subject to such obligations of the use of the design and these documents for such other purposes. If these documents are used for other purposes, the City shall see that they are modified (i) to indicate that the Contractor did not prepare them for such other purposes and is not responsible for their use in connection with such other purposes and (ii) to delete the Contractor’s name and seal from the documents (where permitted or required by law)confidentiality. (c) Except for the licenses granted in this Section 15, no other license or right shall be deemed granted or implied under this Agreement. No other project-related data, expression, or documents may be reproduced by the Contractor or its subcontractors or subconsultants for any other purposes without the express written permission of the City. (d) If the City subsequently reproduces project-related documents or creates a derivative work based upon project-related documents created by the Contractor, the City shall (where permitted or required by law) remove or completely obliterate the original professional’s seals, logos, and other indications on the documents of the identity of the Contractor and its subcontractors or subconsultants.

Ownership of Work Products. Except as otherwise specifically provided in a Work Plan, ownership of Work Products and the Intellectual Property Rights therein shall be as follows; (a) The Contractor hereby assigns With respect to Work Products developed and prepared solely by Licensee during the City, without reservation, all copyrights in all Project- related documents, models, photographs, and other expression created by the Contractor. Among those documents are certain “Work Product,” including the design drawings and the Construction Documents. The City’s obligation to pay the Contractor is expressly conditioned upon the Contractor’s obtaining a valid written comprehensive assignment of copyrights from its consultants in terms identical to those that obligate the Contractor to the City as expressed in this subsection, which copyrights the Contractor, in turn, hereby assigns to the City. The City, in return, hereby grants the Contractor and its subcontractors and subconsultants a revocable, nonexclusive license to reproduce the documents for purposes relating directly to the Contractor’s performance of its obligations under this Agreement for the Contractor’s archival records, and for the Contractor’s reproduction of drawings and photographs in the Contractor’s marketing materials. This nonexclusive license shall terminate automatically upon the occurrence of either a breach term of this Agreement and which are not Improvements to the CitySearch Systems (the "Licensee Owned Work Products"), the Intellectual Property Rights therein shall be and remain the exclusive property of Licensee. Licensee shall disclose to Licensor the Licensee Owned Work Products and shall, if requested to do so by Licensor, negotiate in good faith with Licensor a license to use and to enable Affiliates and other licensees of Licensor to use the Contractor or Licensee Owned Work Products in consideration of the accused commission by the Contractor payment to Licensee of a tort or a crime affecting the City or the project or upon termination of this Agreement. This nonexclusive reasonable license is granted to the contractor alone and shall not be assigned by the Contractor to any other person or entity, except that the non-exclusive license granted in this Agreement to the Contractor for purposes of the Contractor’s performance hereunder may be sub-licensed to the Contractor’s subcontractors or subconsultants (with the same limitations). Subject to the foregoing, this nonexclusive license shall terminate automatically upon a Consultant’s assignment of this nonexclusive license to another or its attempt to do sofee. (b) To the extent that liability arises from misuse of the Work Product by the City or another consultant or designer, the Contractor shall not be responsible for that misuse. If the City uses the With respect to Work Products for purposes including additions to and modifications of the project, and for other projects, the City shall indemnify the Contractor for losses, including reasonable attorneys’ fees, suffered by the Contractor as a result of the use of the design and these documents for such other purposes. If these documents are used for other purposes, the City shall see that they are modified which are: (i) developed and prepared solely by Licensee during the term of this Agreement or during any period in which the License in respect of the CitySearch Systems conferred by Article 2 shall survive termination of the Agreement, and which are Improvements to indicate that the Contractor did not prepare them for such other purposes and is not responsible for their use in connection with such other purposes and CitySearch Systems, or (ii) to delete developed and prepared jointly by Licensor and Licensee during the Contractor’s name term or following the termination of this Agreement including Work Products developed and seal from prepared by Licensor or jointly by Licensor and Licensee in the documents course of performing Customization Service (where permitted or required the "Jointly Owned Work Products"), the Intellectual Property Rights therein shall be jointly owned by law)Licensor and Licensee as tenants-in-common. (c) Except Licensee agrees that during the term of this Agreement and thereafter for as long as any copyright or other Intellectual Property Right subsists in Canada or the licenses granted United States in the Jointly Owned Work Products that it will not itself, and it will not authorize or permit any other person to, use the Jointly Owned Work Products to provide, operate, manage or carry on a Competing Business to the business of Licensor. Further, Licensee agrees that it will not make any grant including any grant of any interest or license in the Jointly Owned Work Products to any person without obtaining the agreement of such person that it will not itself and that it will not authorize or permit any other person to use the Jointly Owned Work Products to provide, operate, manage or carry on a Competing Business to the business of Licensor. The aforesaid restrictions shall not operate, however, following the termination of this Agreement so as to prevent Licensee from using the Jointly Owned Work Products to carry on a CitySearch Information Service pertaining to any geographic region in the Province of Ontario other than the Ottawa-Carleton region. Subject to the foregoing and to Licensee's obligations under the Non-Competition Agreement. Licensee shall have the right to, and to authorize others to, make changes, modifications and enhancements (but not other adaptations or derivative works which Licensee agrees not to make) to the Jointly Owned Work Products and to reproduce and commercially exploit same without any obligation to obtain the consent of or to account to Licensor with respect to the said activities. The parties agree that any changes, modifications or enhancements made to the Jointly Owned Work Products by Licensee during the term of this Agreement or during any period in which the License in respect of the CitySearch Systems conferred by Article 2 shall survive a termination of the Agreement, shall be considered to be Jointly Owned Work Products. Provided, however, nothing in this Section 15, no other license 5.03 authorizes Licensee to use or right reproduce any CitySearch Systems or to commercially exploit or embed same in connection with the commercial exploitation of the Jointly Owned Work Products. The parties agree that Improvements made to the Jointly Owned Work Products by Licensor shall be deemed granted or implied under this Agreement. No other project-related data, expression, or documents may considered to be reproduced by the Contractor or its subcontractors or subconsultants for any other purposes without the express written permission of the CityLicensor Owned Work Products. (d) If Subject to Licensor's obligations under the City subsequently reproduces projectNon-related documents Competition Agreement, Licensor shall have the right to, and to authorize others to, make Improvements to the Jointly Owned Work Products and to reproduce and commercially exploit same without any obligation to obtain the consent of or creates a derivative work based upon project-related documents created to account to Licensee with respect to the said activities. (e) With respect to all Work Products developed and prepared solely by Licensor during the Contractorterm of this Agreement (the "Licensor Owned Work Products"), the City Intellectual Property Rights therein shall (where permitted or required by law) remove or completely obliterate be and remain the original professional’s seals, logos, and other indications on exclusive property of Licensor. Such Work Products shall be considered to be CitySearch Systems for all purposes herein which Licensee shall have the documents right to use pursuant to Article 2 during the term of the identity of the Contractor and its subcontractors or subconsultantsthis Agreement.

Ownership of Work Products. (a) The Contractor Designer hereby assigns to the City, without reservation, all copyrights in all Project- Work-related documents, including sketches, models, photographs, data sets, source code and scripts, and other expression Work-related expressions created by the ContractorDesigner. Among those documents are certain “Work Product,” including the Work-related deliverables, programs, applications, reports, design drawings drawings, and the Construction Documentsconstruction documents. The City’s obligation to pay the Contractor Designer is expressly conditioned upon the ContractorDesigner’s obtaining a valid written comprehensive assignment of copyrights from its consultants subcontractors in terms identical to those that obligate the Contractor Designer to the City as expressed in this subsection, which copyrights the ContractorDesigner, in turn, hereby assigns to the City. The City, in return, hereby grants the Contractor Designer and its subcontractors and subconsultants a revocable, nonexclusive license to reproduce the documents for purposes relating directly to the ContractorDesigner’s performance of its obligations under this Agreement Contract for the ContractorDesigner’s archival records, and for the ContractorDesigner’s reproduction of drawings and photographs in the ContractorDesigner’s marketing materials. This nonexclusive license shall terminate automatically upon the occurrence of either a breach of this Agreement Contract by the Contractor Designer or the accused commission by the Contractor Designer of a tort or a crime affecting the City or the project Work or upon termination of this AgreementContract. This nonexclusive license is granted to the contractor Designer alone and shall not be assigned by the Contractor Designer to any other person or entity, except that the non-exclusive license granted in this Agreement Contract to the Contractor Designer for purposes of the ContractorDesigner’s performance hereunder may be sub-sub- licensed to the ContractorDesigner’s subcontractors or subconsultants (with the same limitations). Subject to the foregoing, this nonexclusive license shall terminate automatically upon a ConsultantDesigner’s assignment of this nonexclusive license to another or its attempt to do so. (b) To the extent that liability arises from misuse of the Work Product by the City or another consultant or designer, the Contractor Designer shall not be responsible for that misuse. If the City uses the Work Products for purposes including additions to and modifications of the projectWork, and for other projects, the City shall indemnify the Contractor Designer for losses, including reasonable attorneys’ fees, suffered by the Contractor Designer as a result of the use of the design and these documents for such other purposes. If these documents are used for other purposes, the City shall see that they are modified (i) to indicate that the Contractor Designer did not prepare them for such other purposes and is not responsible for their use in connection with such other purposes and (ii) to delete the ContractorDesigner’s name and seal from the documents (where permitted or required by law). (c) Except for the licenses granted in this Section 15Section, no other license or right shall be deemed granted or implied under this AgreementContract. No other projectWork-related data, expression, or documents may be reproduced by the Contractor Designer or its subcontractors or subconsultants for any other purposes without the express written permission of the City. (d) If the City subsequently reproduces projectWork-related documents or creates a derivative work based upon projectWork-related documents created by the ContractorDesigner, the City shall (where permitted or required by law) remove or completely obliterate the original professional’s seals, logos, and other indications on the documents of the identity of the Contractor Designer and its subcontractors or subconsultantssubcontractors.

Ownership of Work Products. (a) The Contractor hereby assigns to the City, without reservation, all copyrights in all Project- related documents, models, photographs, and other expression created by the Contractor. Among those documents are certain “Work Product,” including the design drawings and the Construction Documents. The City’s obligation to pay the Contractor is expressly conditioned upon the Contractor’s obtaining a valid written comprehensive assignment of copyrights from its consultants in terms identical to those that obligate the Contractor to the City as expressed in this subsection, which copyrights the Contractor, in turn, hereby assigns to the City. The City, in return, hereby grants the Contractor and its subcontractors and subconsultants a revocable, nonexclusive license to reproduce the documents for purposes relating directly to the Contractor’s performance of its obligations under this Agreement for the Contractor’s archival records, and for the Contractor’s reproduction of drawings and photographs in the Contractor’s marketing materials. This nonexclusive license shall terminate automatically upon the occurrence of either a breach of this Agreement by the Contractor or the accused commission by the Contractor of a tort or a crime affecting the City or the project or upon termination of this Agreement. This nonexclusive license is granted to the contractor alone and shall not be assigned by the Contractor to any other person or entity, except that the non-exclusive license granted in this Agreement to the Contractor for purposes of the Contractor’s performance hereunder may be sub-licensed to the Contractor’s subcontractors or subconsultants sub consultants (with the same limitations). Subject to the foregoing, this nonexclusive license shall terminate automatically upon a Consultant’s assignment of this nonexclusive license to another or its attempt to do so. (b) To the extent that liability arises from misuse of the Work Product by the City or another consultant or designer, the Contractor shall not be responsible for that misuse. If the City uses the Work Products for purposes including additions to and modifications of the project, and for other projects, the City shall indemnify the Contractor for losses, including reasonable attorneys’ fees, suffered by the Contractor as a result of the use of the design and these documents for such other purposes. If these documents are used for other purposes, the City shall see that they are modified (i) to indicate that the Contractor did not prepare them for such other purposes and is not responsible for their use in connection with such other purposes and (ii) to delete the Contractor’s name and seal from the documents (where permitted or required by law). (c) Except for the licenses granted in this Section 15, no other license or right shall be deemed granted or implied under this Agreement. No other project-related data, expression, or documents may be reproduced by the Contractor or its subcontractors or subconsultants sub consultants for any other purposes without the express written permission of the City. (d) If the City subsequently reproduces project-related documents or creates a derivative work based upon project-related documents created by the Contractor, the City shall (where permitted or required by law) remove or completely obliterate the original professional’s seals, logos, and other indications on the documents of the identity of the Contractor and its subcontractors or subconsultantssub consultants.