Common use of Preservation of Ownership of Proprietary Rights and Sublicense Requirements Clause in Contracts

Preservation of Ownership of Proprietary Rights and Sublicense Requirements. (a) All rights not specifically granted to CSRA herein are hereby retained by CSC. There are no implied licenses to any of the CSC Proprietary Items (or to any right, title or interest therein or part, portion or aspect thereof). CSRA covenants, and agrees to cause all CSRA Subsidiaries and require all other sublicensees to covenant, to take no action or commit any omission that would reasonably be expected to be adverse to CSC’s sole and exclusive ownership of all right (including all Intellectual Property Rights), title and interest in and to the CSC Proprietary Items and shall not (i) apply to register or cooperate in any effort by any Third Party to register any right (including any Intellectual Property Rights), title or interest in or to any CSC Proprietary Items anywhere in the world in connection with any products or services, (ii) challenge or participate in any challenge or diminution of CSC’s rights (including any Intellectual Property Rights) in the CSC Proprietary Items, or (iii) do anything else inconsistent with CSC’s rights (including any Intellectual Property Rights) in the CSC Proprietary Items. If, contrary to the intent of the Parties, it should occur that CSRA has any rights of ownership in the CSC Proprietary Items, CSRA hereby agrees, at any time upon the written request of CSC, to assign and to sell for ten dollars (US$10.00) to CSC any and all such rights of ownership as well as the entire right, title and interest to any such right (including any attendant goodwill), and CSRA agrees that it has not entered and shall not enter into any agreement with any Third Party, including any CSRA Subsidiaries or other sublicensees, or otherwise take or fail to take any action, that would prevent such assignment and sale. CSRA shall promptly upon request by CSC execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for CSC to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by CSC of all right (including all Intellectual Property Rights), title and interest in and to any CSC Proprietary Items. (b) CSC shall be responsible, at CSC’s own expense, for, and shall make all decisions concerning, the preparation, filing, registration, prosecution, renewal, enforcement and maintenance of any Intellectual Property Rights in or covering any CSC Proprietary Item. CSRA agrees to, and agrees to cause all CSRA Subsidiaries and require all other sublicensees to, cooperate fully with, and provide reasonable assistance to, CSC in respect thereof, at CSC’s own expense. (c) In order to assign title to CSC in accordance with the terms of this Agreement, CSRA shall take all actions reasonably required to obtain title to inventions made in the performance of a Customer Contract, including providing timely notice to the Customer under such Customer Contract and electing to take title. CSRA shall seek an advance waiver of any Governmental Entity’s right to take title in those instances where such requests are required or permitted. (d) Unless CSC has provided its express, prior written consent (in accordance with CSC’s internal delegation of authority policy and procedures), CSRA shall not enter into any Customer Contract that includes FAR Clause 52.227-17, “Rights in Data - Special Works” or Department of Defense FAR Supplement Cause 252.227-7020, “Rights in Special Works,” or any other similar provision that grants any Governmental Entity a right to title to any CSC Proprietary Item. (e) CSRA shall set forth in written agreements with any sublicensee all applicable restrictions and obligations regarding CSC Proprietary Items as set forth in this Agreement. CSRA shall not grant any right to or fail to require any obligation from any permitted sublicensee that is inconsistent with the terms and conditions of this Agreement or reduces or eliminates protections of CSC Proprietary Items or CSC’s ownership of CSC Proprietary Items as set forth herein. CSRA shall expressly identify CSC as a third party beneficiary in all written agreements with any sublicensee. (f) CSRA shall set forth in written agreements with any Contractor all applicable restrictions and obligations regarding such Licensed Product or the Applicable Licensed Product Items as set forth in this Agreement.

Preservation of Ownership of Proprietary Rights and Sublicense Requirements. (a) All rights not specifically granted to CSRA Ultra herein are hereby retained by CSCDelta. There are no implied licenses to any of the CSC Delta Proprietary Items (or to any right, title or interest therein or part, portion or aspect thereof). CSRA Ultra covenants, and agrees to cause all CSRA Ultra Subsidiaries and require all other sublicensees to covenant, to take no action or commit any omission that would reasonably be expected to be adverse to CSCDelta’s sole and exclusive ownership of all right (including all Intellectual Property Rights), title and interest in and to the CSC Delta Proprietary Items and shall not (i) apply to register or cooperate in any effort by any Third Party to register any right (including any Intellectual Property Rights), title or interest in or to any CSC Delta Proprietary Items anywhere in the world in connection with any products or services, (ii) challenge or participate in any challenge or diminution of CSCDelta’s rights (including any Intellectual Property Rights) in the CSC Delta Proprietary Items, or (iii) do anything else inconsistent with CSCDelta’s rights (including any Intellectual Property Rights) in the CSC Delta Proprietary Items. If, contrary to the intent of the Parties, it should occur that CSRA Ultra has any rights of ownership in the CSC Delta Proprietary Items, CSRA Ultra hereby agrees, at any time upon the written request of CSCDelta, to assign and to sell for ten dollars (US$US $10.00) to CSC Delta any and all such rights of ownership as well as the entire right, title and interest to any such right (including any attendant goodwill), and CSRA Ultra agrees that it has not entered and shall not enter into any agreement with any Third Party, including any CSRA Ultra Subsidiaries or other sublicensees, or otherwise take or fail to take any action, that would prevent such assignment and sale. CSRA Ultra shall promptly upon request by CSC Delta execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for CSC Delta to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by CSC Delta of all right (including all Intellectual Property Rights), title and interest in and to any CSC Delta Proprietary Items. (b) CSC Delta shall be responsible, at CSCDelta’s own expense, for, and shall make all decisions concerning, the preparation, filing, registration, prosecution, renewal, enforcement and maintenance of any Intellectual Property Rights in or covering any CSC Delta Proprietary Item. CSRA Ultra agrees to, and agrees to cause all CSRA Ultra Subsidiaries and require all other sublicensees to, cooperate fully with, and provide reasonable assistance to, CSC Delta in respect thereof, at CSCDelta’s own expense. (c) In order to assign title to CSC Delta in accordance with the terms of this Agreement, CSRA Ultra shall take all actions reasonably required use commercially reasonable efforts to obtain title to inventions made in the performance of a Customer Contract, including providing timely notice to the Customer under such Customer Contract and electing to take title. CSRA shall seek an advance waiver of any Governmental Entity’s right to take title in those instances where such requests are required or permitted. (d) Unless CSC has provided its express, prior written consent (in accordance with CSC’s internal delegation of authority policy and procedures), CSRA shall not enter into any Customer Contract that includes FAR Clause 52.227-17, “Rights in Data - Special Works” or Department of Defense FAR Supplement Cause 252.227-7020, “Rights in Special Works,” or any other similar provision that grants any Governmental Entity a right to title to any CSC Proprietary Item. (e) CSRA Ultra shall set forth in written agreements with any sublicensee all applicable restrictions and obligations regarding CSC Delta Proprietary Items as set forth in this Agreement. CSRA Ultra shall not grant any right to or fail to require any obligation from any permitted sublicensee that is inconsistent with the terms and conditions of this Agreement or reduces or eliminates protections of CSC Delta Proprietary Items or CSCDelta’s ownership of CSC Delta Proprietary Items as set forth herein. CSRA shall expressly identify CSC as a third party beneficiary in all written agreements with any sublicensee. (fe) CSRA Ultra shall set forth in written agreements with any Contractor all applicable restrictions and obligations regarding such Licensed Product or the Applicable Licensed Product Items as set forth in this Agreement.

Preservation of Ownership of Proprietary Rights and Sublicense Requirements. (a) All rights not specifically granted to CSRA Computer Sciences GS herein are hereby retained by CSC. There are no implied licenses to any of the CSC Proprietary Items (or to any right, title or interest therein or part, portion or aspect thereof). CSRA Computer Sciences GS covenants, and agrees to cause all CSRA Computer Sciences GS Subsidiaries and require all other sublicensees to covenant, to take no action or commit any omission that would reasonably be expected to be adverse to CSC’s sole and exclusive ownership of all right (including all Intellectual Property Rights), title and interest in and to the CSC Proprietary Items and shall not (i) apply to register or cooperate in any effort by any Third Party to register any right (including any Intellectual Property Rights), title or interest in or to any CSC Proprietary Items anywhere in the world in connection with any products or services, (ii) challenge or participate in any challenge or diminution of CSC’s rights (including any Intellectual Property Rights) in the CSC Proprietary Items, or (iii) do anything else inconsistent with CSC’s rights (including any Intellectual Property Rights) in the CSC Proprietary Items. If, contrary to the intent of the Parties, it should occur that CSRA Computer Sciences GS has any rights of ownership in the CSC Proprietary Items, CSRA Computer Sciences GS hereby agrees, at any time upon the written request of CSC, to assign and to sell for ten dollars (US$10.00) to CSC any and all such rights of ownership as well as the entire right, title and interest to any such right (including any attendant goodwill), and CSRA Computer Sciences GS agrees that it has not entered and shall not enter into any agreement with any Third Party, including any CSRA Computer Sciences GS Subsidiaries or other sublicensees, or otherwise take or fail to take any action, that would prevent such assignment and sale. CSRA Computer Sciences GS shall promptly upon request by CSC execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for CSC to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by CSC of all right (including all Intellectual Property Rights), title and interest in and to any CSC Proprietary Items. (b) CSC shall be responsible, at CSC’s own expense, for, and shall make all decisions concerning, the preparation, filing, registration, prosecution, renewal, enforcement and maintenance of any Intellectual Property Rights in or covering any CSC Proprietary Item. CSRA Computer Sciences GS agrees to, and agrees to cause all CSRA Computer Sciences GS Subsidiaries and require all other sublicensees to, cooperate fully with, and provide reasonable assistance to, CSC in respect thereof, at CSC’s own expense. (c) In order to assign title to CSC in accordance with the terms of this Agreement, CSRA Computer Sciences GS shall take all actions reasonably required to obtain title to inventions made in the performance of a Customer Contract, including providing timely notice to the Customer under such Customer Contract and electing to take title. CSRA Computer Sciences GS shall seek an advance waiver of any Governmental Entity’s right to take title in those instances where such requests are required or permitted. (d) Unless CSC has provided its express, prior written consent (in accordance with CSC’s internal delegation of authority policy and procedures), CSRA Computer Sciences GS shall not enter into any Customer Contract that includes FAR Clause 52.227-17, “Rights in Data - Special Works” or Department of Defense FAR Supplement Cause 252.227-7020, “Rights in Special Works,” or any other similar provision that grants any Governmental Entity a right to title to any CSC Proprietary Item. (e) CSRA Computer Sciences GS shall set forth in written agreements with any sublicensee all applicable restrictions and obligations regarding CSC Proprietary Items as set forth in this Agreement. CSRA Computer Sciences GS shall not grant any right to or fail to require any obligation from any permitted sublicensee that is inconsistent with the terms and conditions of this Agreement or reduces or eliminates protections of CSC Proprietary Items or CSC’s ownership of CSC Proprietary Items as set forth herein. CSRA Computer Sciences GS shall expressly identify CSC as a third party beneficiary in all written agreements with any sublicensee. (f) CSRA Computer Sciences GS shall set forth in written agreements with any Contractor all applicable restrictions and obligations regarding such Licensed Product or the Applicable Licensed Product Items as set forth in this Agreement.

Preservation of Ownership of Proprietary Rights and Sublicense Requirements. (a) All rights not specifically granted to CSRA Computer Sciences GS herein are hereby retained by CSC. There are no implied licenses to any of the CSC Proprietary Items (or to any right, title or interest therein or part, portion or aspect thereof). CSRA Computer Sciences GS covenants, and agrees to cause all CSRA Computer Sciences GS Subsidiaries and require all other sublicensees to covenant, to take no action or commit any omission that would reasonably be expected to be adverse to CSC’s sole and exclusive ownership of all right (including all Intellectual Property Rights), title and interest in and to the CSC Proprietary Items and shall not (i) apply to register or cooperate in any effort by any Third Party to register any right (including any Intellectual Property Rights), title or interest in or to any CSC Proprietary Items anywhere in the world in connection with any products or services, ; (ii) challenge or participate in any challenge or diminution of CSC’s rights (including any Intellectual Property Rights) in the CSC Proprietary Items, ; or (iii) do anything else inconsistent with CSC’s rights (including any Intellectual Property Rights) in the CSC Proprietary Items. If, contrary to the intent of the Parties, it should occur that CSRA Computer Sciences GS has any rights of ownership in the CSC Proprietary Items, CSRA Computer Sciences GS hereby agrees, at any time upon the written request of CSC, to assign and to sell for ten dollars (US$10.00) to CSC any and all such rights of ownership as well as the entire right, title and interest to any such right (including any attendant goodwill), and CSRA Computer Sciences GS agrees that it has not entered and shall not enter into any agreement with any Third Party, including any CSRA Computer Sciences GS Subsidiaries or other sublicensees, or otherwise take or fail to take any action, that would prevent such assignment and sale. CSRA Computer Sciences GS shall promptly upon request by CSC execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for CSC to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by CSC of all right (including all Intellectual Property Rights), title and interest in and to any CSC Proprietary Items. (b) CSC shall be responsible, at CSC’s own expense, for, and shall make all decisions concerning, the preparation, filing, registration, prosecution, renewal, enforcement and maintenance of any Intellectual Property Rights in or covering any CSC Proprietary Item. CSRA Computer Sciences GS agrees to, and agrees to cause all CSRA Computer Sciences GS Subsidiaries and require all other sublicensees to, cooperate fully with, and provide reasonable assistance to, CSC in respect thereof, at CSC’s 's own expense. (c) In order to assign title to CSC in accordance with the terms of this Agreement, CSRA Computer Sciences GS shall take all actions reasonably required to obtain title to inventions made in the performance of a Customer Contract, including providing timely notice to the Customer under such Customer Contract and electing to take title. CSRA Computer Sciences GS shall seek an advance waiver of any Governmental Entity’s right to take title in those instances where such requests are required or permitted. (d) Unless CSC has provided its express, prior written consent (in accordance with CSC’s internal delegation of authority policy and procedures), CSRA Computer Sciences GS shall not enter into any Customer Contract that includes FAR Federal Acquisition Regulation (“FAR”) Clause 52.227-17, “Rights in Data - Special Works” or Department of Defense FAR Supplement Cause 252.227-7020, “Rights in Special Works,” or any other similar provision that grants any Governmental Entity a right to title to any CSC Proprietary Item. (e) CSRA Computer Sciences GS shall set forth in written agreements with any sublicensee all applicable restrictions and obligations regarding CSC Proprietary Items as set forth in this Agreement. CSRA Computer Sciences GS shall not grant any right to or fail to require any obligation from any permitted sublicensee that is inconsistent with the terms and conditions of this Agreement or reduces or eliminates protections of CSC Proprietary Items or CSC’s ownership of CSC Proprietary Items as set forth herein. CSRA Computer Sciences GS shall expressly identify CSC as a third party beneficiary in all written agreements with any sublicensee. (f) CSRA Computer Sciences GS shall set forth in written agreements with any Contractor all applicable restrictions and obligations regarding such Licensed Product or the Applicable Licensed Product Items as set forth in this Agreement.

Preservation of Ownership of Proprietary Rights and Sublicense Requirements. (a) All rights not specifically granted to CSRA Ultra herein are hereby retained by CSCDelta. There are no implied licenses to any of the CSC Delta Proprietary Items (or to any right, title or interest therein or part, portion or aspect thereof). CSRA Ultra covenants, and agrees to cause all CSRA Ultra Subsidiaries and require all other sublicensees to covenant, to take no action or commit any omission that would reasonably be expected to be adverse to CSCDelta’s sole and exclusive ownership of all right (including all Intellectual Property Rights), title and interest in and to the CSC Delta Proprietary Items and shall not (i) apply to register or cooperate in any effort by any Third Party to register any right (including any Intellectual Property Rights), title or interest in or to any CSC Delta Proprietary Items anywhere in the world in connection with any products or services, (ii) challenge or participate in any challenge or diminution of CSCDelta’s rights (including any Intellectual Property Rights) in the CSC Delta Proprietary Items, or (iii) do anything else inconsistent with CSCDelta’s rights (including any Intellectual Property Rights) in the CSC Delta Proprietary Items. If, contrary to the intent of the Parties, it should occur that CSRA Ultra has any rights of ownership in the CSC Delta Proprietary Items, CSRA Ultra hereby agrees, at any time upon the written request of CSCDelta, to assign and to sell for ten dollars (US$10.00) to CSC Delta any and all such rights of ownership as well as the entire right, title and interest to any such right (including any attendant goodwill), and CSRA Ultra agrees that it has not entered and shall not enter into any agreement with any Third Party, including any CSRA Ultra Subsidiaries or other sublicensees, or otherwise take or fail to take any action, that would prevent such assignment and sale. CSRA Ultra shall promptly upon request by CSC Delta execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for CSC Delta to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by CSC Delta of all right (including all Intellectual Property Rights), title and interest in and to any CSC Delta Proprietary Items. (b) CSC Delta shall be responsible, at CSCDelta’s own expense, for, and shall make all decisions concerning, the preparation, filing, registration, prosecution, renewal, enforcement and maintenance of any Intellectual Property Rights in or covering any CSC Delta Proprietary Item. CSRA Ultra agrees to, and agrees to cause all CSRA Ultra Subsidiaries and require all other sublicensees to, cooperate fully with, and provide reasonable assistance to, CSC Delta in respect thereof, at CSCDelta’s own expense. (c) In order to assign title to CSC Delta in accordance with the terms of this Agreement, CSRA Ultra shall take all actions reasonably required use commercially reasonable efforts to obtain title to inventions made in the performance of a Customer Contract, including providing timely notice to the Customer under such Customer Contract and electing to take title. CSRA shall seek an advance waiver of any Governmental Entity’s right to take title in those instances where such requests are required or permitted. (d) Unless CSC Delta has provided its express, prior written consent (in accordance with CSCDelta’s internal delegation of authority policy and procedures), CSRA Ultra shall not enter into any Customer Contract that involving the use of any Delta Proprietary Item if such Customer Contract includes FAR Clause 52.227-17, “Rights in Data - Special Works” or Department of Defense FAR Supplement Cause 252.227-7020, “Rights in Special Works,” or any other similar provision that grants any Governmental Entity a right to ownership or title to any CSC Delta Proprietary Item. (e) CSRA Ultra shall set forth in written agreements with any sublicensee all applicable restrictions and obligations regarding CSC Delta Proprietary Items as set forth in this Agreement. CSRA Ultra shall not grant any right to or fail to require any obligation from any permitted sublicensee that is inconsistent with the terms and conditions of this Agreement or reduces or eliminates protections of CSC Delta Proprietary Items or CSCDelta’s ownership of CSC Delta Proprietary Items as set forth herein. CSRA shall expressly identify CSC as a third party beneficiary in all written agreements with any sublicensee. (f) CSRA Ultra shall set forth in written agreements with any Contractor all applicable restrictions and obligations regarding such Licensed Product or the Applicable Licensed Product Items as set forth in this Agreement.