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 Ultra herein are hereby retained by Delta. There are no implied licenses to any of the Delta Proprietary Items (or to any right, title or interest therein or part, portion or aspect thereof). Ultra covenants, and agrees to cause all 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 Delta’s sole and exclusive ownership of all right (including all Intellectual Property Rights), title and interest in and to the 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 Delta Proprietary Items anywhere in the world in connection with any products or services, (ii) challenge or participate in any challenge or diminution of Delta’s rights (including any Intellectual Property Rights) in the Delta Proprietary Items, or (iii) do anything else inconsistent with Delta’s rights (including any Intellectual Property Rights) in the Delta Proprietary Items. If, contrary to the intent of the Parties, it should occur that Ultra has any rights of ownership in the Delta Proprietary Items, Ultra hereby agrees, at any time upon the written request of Delta, to assign and to sell for ten dollars (US $10.00) to 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 Ultra agrees that it has not entered and shall not enter into any agreement with any Third Party, including any Ultra Subsidiaries or other sublicensees, or otherwise take or fail to take any action, that would prevent such assignment and sale. Ultra shall promptly upon request by Delta execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for Delta to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by Delta of all right (including all Intellectual Property Rights), title and interest in and to any Delta Proprietary Items.

Preservation of Ownership of Proprietary Rights and Sublicense Requirements. (a) All rights not specifically granted to Ultra CSRA herein are hereby retained by DeltaCSC. There are no implied licenses to any of the Delta CSC Proprietary Items (or to any right, title or interest therein or part, portion or aspect thereof). Ultra CSRA covenants, and agrees to cause all Ultra 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 DeltaCSC’s sole and exclusive ownership of all right (including all Intellectual Property Rights), title and interest in and to the Delta 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 Delta CSC Proprietary Items anywhere in the world in connection with any products or services, (ii) challenge or participate in any challenge or diminution of DeltaCSC’s rights (including any Intellectual Property Rights) in the Delta CSC Proprietary Items, or (iii) do anything else inconsistent with DeltaCSC’s rights (including any Intellectual Property Rights) in the Delta CSC Proprietary Items. If, contrary to the intent of the Parties, it should occur that Ultra CSRA has any rights of ownership in the Delta CSC Proprietary Items, Ultra CSRA hereby agrees, at any time upon the written request of DeltaCSC, to assign and to sell for ten dollars (US $US$10.00) to Delta 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 Ultra CSRA agrees that it has not entered and shall not enter into any agreement with any Third Party, including any Ultra CSRA Subsidiaries or other sublicensees, or otherwise take or fail to take any action, that would prevent such assignment and sale. Ultra CSRA shall promptly upon request by Delta CSC execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for Delta CSC to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by Delta CSC of all right (including all Intellectual Property Rights), title and interest in and to any Delta CSC Proprietary Items.

Preservation of Ownership of Proprietary Rights and Sublicense Requirements. (a) All rights not specifically granted to Ultra Computer Sciences GS herein are hereby retained by DeltaCSC. There are no implied licenses to any of the Delta CSC Proprietary Items (or to any right, title or interest therein or part, portion or aspect thereof). Ultra Computer Sciences GS covenants, and agrees to cause all Ultra 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 DeltaCSC’s sole and exclusive ownership of all right (including all Intellectual Property Rights), title and interest in and to the Delta 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 Delta CSC Proprietary Items anywhere in the world in connection with any products or services, (ii) challenge or participate in any challenge or diminution of DeltaCSC’s rights (including any Intellectual Property Rights) in the Delta CSC Proprietary Items, or (iii) do anything else inconsistent with DeltaCSC’s rights (including any Intellectual Property Rights) in the Delta CSC Proprietary Items. If, contrary to the intent of the Parties, it should occur that Ultra Computer Sciences GS has any rights of ownership in the Delta CSC Proprietary Items, Ultra Computer Sciences GS hereby agrees, at any time upon the written request of DeltaCSC, to assign and to sell for ten dollars (US $US$10.00) to Delta 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 Ultra Computer Sciences GS agrees that it has not entered and shall not enter into any agreement with any Third Party, including any Ultra Computer Sciences GS Subsidiaries or other sublicensees, or otherwise take or fail to take any action, that would prevent such assignment and sale. Ultra Computer Sciences GS shall promptly upon request by Delta CSC execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for Delta CSC to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by Delta CSC of all right (including all Intellectual Property Rights), title and interest in and to any Delta CSC Proprietary Items.

Preservation of Ownership of Proprietary Rights and Sublicense Requirements. (a) All rights not specifically granted to Ultra Computer Sciences GS herein are hereby retained by DeltaCSC. There are no implied licenses to any of the Delta CSC Proprietary Items (or to any right, title or interest therein or part, portion or aspect thereof). Ultra Computer Sciences GS covenants, and agrees to cause all Ultra 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 DeltaCSC’s sole and exclusive ownership of all right (including all Intellectual Property Rights), title and interest in and to the Delta 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 Delta CSC Proprietary Items anywhere in the world in connection with any products or services, ; (ii) challenge or participate in any challenge or diminution of DeltaCSC’s rights (including any Intellectual Property Rights) in the Delta CSC Proprietary Items, ; or (iii) do anything else inconsistent with DeltaCSC’s rights (including any Intellectual Property Rights) in the Delta CSC Proprietary Items. If, contrary to the intent of the Parties, it should occur that Ultra Computer Sciences GS has any rights of ownership in the Delta CSC Proprietary Items, Ultra Computer Sciences GS hereby agrees, at any time upon the written request of DeltaCSC, to assign and to sell for ten dollars (US $US$10.00) to Delta 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 Ultra Computer Sciences GS agrees that it has not entered and shall not enter into any agreement with any Third Party, including any Ultra Computer Sciences GS Subsidiaries or other sublicensees, or otherwise take or fail to take any action, that would prevent such assignment and sale. Ultra Computer Sciences GS shall promptly upon request by Delta CSC execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for Delta CSC to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by Delta CSC of all right (including all Intellectual Property Rights), title and interest in and to any Delta CSC Proprietary Items.

Preservation of Ownership of Proprietary Rights and Sublicense Requirements. (a) All rights not specifically granted to Ultra herein are hereby retained by Delta. There are no implied licenses to any of the Delta Proprietary Items (or to any right, title or interest therein or part, portion or aspect thereof). Ultra covenants, and agrees to cause all 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 Delta’s sole and exclusive ownership of all right (including all Intellectual Property Rights), title and interest in and to the 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 Delta Proprietary Items anywhere in the world in connection with any products or services, (ii) challenge or participate in any challenge or diminution of Delta’s rights (including any Intellectual Property Rights) in the Delta Proprietary Items, or (iii) do anything else inconsistent with Delta’s rights (including any Intellectual Property Rights) in the Delta Proprietary Items. If, contrary to the intent of the Parties, it should occur that Ultra has any rights of ownership in the Delta Proprietary Items, Ultra hereby agrees, at any time upon the written request of Delta, to assign and to sell for ten dollars (US $US$10.00) to 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 Ultra agrees that it has not entered and shall not enter into any agreement with any Third Party, including any Ultra Subsidiaries or other sublicensees, or otherwise take or fail to take any action, that would prevent such assignment and sale. Ultra shall promptly upon request by Delta execute, without additional consideration, any assignment or other document that may be reasonably necessary or appropriate for Delta to purchase, take assignment or perfect its ownership interest or to memorialize, record or otherwise denote or demonstrate ownership by Delta of all right (including all Intellectual Property Rights), title and interest in and to any Delta Proprietary Items.