Common use of Secureworks’ Proprietary Rights Clause in Contracts

Secureworks’ Proprietary Rights. As between Customer and SecureWorks, SecureWorks will own all right, title and interest in and to the Products and Services. This MSA does not transfer or convey to Customer or any third party any right, title or interest in or to the Products and Services or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this MSA. SecureWorks will retain ownership of all copies of the Documentation. SecureWorks agrees to transfer to Customer all right, title and interest in and to any Customer Purchased Equipment, excluding any right, title or interest in and to the Software and any other SecureWorks IP loaded onto such Customer Purchased Equipment. In addition, Customer agrees that SecureWorks is the owner of all right, title and interest in all IP in any work, including, but not limited to, all inventions, methods, processes, and computer programs including any source code or object code, (and any enhancements and modifications made thereto) contained within the Services and/or Products (collectively, the “ Works”), developed by SecureWorks in connection with the performance of the Services hereunder and of general applicability across SecureWorks’ customer base, and Customer hereby assigns to SecureWorks all right, title and interest in and to any copyrights that Customer may have in and to such Work; provided, however, that such Work shall not include Customer’s Confidential Information (as defined in Section 8), Customer Data, Customer Reports (as defined in Section 6.3) or other information belonging, referencing, identifying or pertaining to Customer or Customer Affiliates. Without limiting the foregoing, SecureWorks will own all right, title and interest in all IP in any advisory data, threat data, vulnerability data, analyses, summaries, bulletins and information made available to Customer in SecureWorks’ provision of its Counter Threat Intelligence Services (the “TI Reports”). During the term of the Services, SecureWorks grants to Customer a limited, non-exclusive license to use such Works and TI Reports solely for Customer to receive the Services and for Customer’s or its Affiliate’s internal security purposes only. Customer acknowledges that any license to the SecureWorks Products, Services, Works and TI Reports expires upon the expiration or termination of any individual Service Order/SOW and/or this MSA.

Secureworks’ Proprietary Rights. As between Customer and SecureWorksSecureworks, SecureWorks Secureworks will own all right, title and interest in and to the Products and ServicesProducts. This MSA CRA does not transfer or convey to Customer or any third party party, any right, title or interest in or to the Products and Services or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this MSACRA. SecureWorks will retain ownership of all copies of the Documentation. SecureWorks Secureworks agrees to transfer to Customer Customer, all right, title and interest in and to any Customer Purchased Equipment, excluding any right, title or interest in and to the Software and any other SecureWorks Secureworks IP loaded onto such Customer Purchased Equipment. In addition, Customer agrees that SecureWorks Secureworks is the owner of all right, title and interest in all IP in any work, including, but not limited to, all inventions, methods, processes, flow charts, algorithms, documentation, adversary information, report templates, know-how, inventions, models, and computer programs including any source code or object code, (and any enhancements and modifications made thereto) contained within the Services and/or Products and any suggestions, enhancement requests, recommendations, or feedback provided by Customer regarding the Services or Products (collectively, the “ Works“Secureworks Materials”), developed by SecureWorks in connection with the performance of the Services hereunder and of general applicability across SecureWorks’ customer base, and Customer hereby assigns to SecureWorks Secureworks all right, title and interest in and to any copyrights that Customer may have in and to such WorkSecureworks Material; provided, however, that such Work Secureworks Material shall not include Customer’s Confidential Information (as defined in Section 8)6), Customer Data, Customer Reports (as defined in Section 6.35.3) or other information belonging, referencing, identifying or pertaining to Customer or Customer Affiliates. Without limiting the foregoing, SecureWorks will own all right, title and interest in all IP in any advisory data, threat data, vulnerability data, analyses, summaries, bulletins and information made available to Customer in SecureWorks’ provision of its Counter Threat Intelligence Services (the “TI Reports”). During the term of the Services, SecureWorks Secureworks grants to Customer a limited, non-exclusive license to use such Works and TI Reports Secureworks Materials solely for Customer to receive and use the Services and for Customer’s or its Affiliate’s internal security purposes only. Customer acknowledges that any Any license to the SecureWorks Secureworks Products, Services, Works and TI Reports Services or Secureworks Materials expires or terminates upon the expiration or termination of any individual Service Order/SOW Transaction Document and/or this MSACRA.

Secureworks’ Proprietary Rights. As between Customer and SecureWorks, SecureWorks will own all right, title and interest in and to the Products and MSS Services. This MSA Agreement does not transfer or convey to Customer Customer, any of its Affiliates, or any third party party, any right, title or interest in or to the Products and MSS Services or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this MSAAgreement. SecureWorks will retain ownership of all copies of the Documentation. SecureWorks agrees to transfer to Customer Customer, all right, title and interest in and to any Equipment purchased by Customer (“Customer Purchased Equipment”), excluding any right, title or interest in and to the Software and any other SecureWorks IP loaded onto such Customer Purchased Equipment. In addition, Customer agrees that SecureWorks is the owner of all right, title and interest in all IP in any work, including, but not limited to, all inventions, methods, processes, and computer programs including any source code or object code, code (and any enhancements and modifications made thereto) to any of the foregoing), contained within the MSS Services and/or Products (collectively, the “ Works”)Products, developed by SecureWorks in connection with the performance of the MSS Services hereunder and of general applicability across SecureWorks’ customer basebase (collectively, the “Works”), and Customer hereby assigns to SecureWorks all right, title and interest in and to any copyrights IP that Customer may have in and to such WorkWorks; provided, however, that such Work Works shall not include Customer’s Confidential Information (as defined in Section 8)6), Customer Data, or Customer Reports (as defined in Section 6.3) or other information belonging, referencing, identifying or pertaining to Customer or Customer Affiliates5.3). Without limiting the foregoing, SecureWorks will own all right, title and interest in and to all IP in any advisory data, threat data, vulnerability data, analyses, summaries, bulletins and information made available to Customer in SecureWorks’ provision of its Counter Threat Intelligence counter threat intelligence MSS Services (the “TI Reports”). During the term of the MSS Services, SecureWorks grants to Customer a limited, non-transferable, non- sublicensable, royalty-free, non-exclusive license to use such Works and TI Reports solely for Customer to receive the MSS Services and for Customer’s or its Affiliate’s internal security purposes only. Customer acknowledges that any license to the SecureWorks Products, MSS Services, Works and TI Reports immediately expires upon the expiration or termination (except when due to the fault of SecureWorks) of any individual Service Order/SOW Order and/or this MSAAgreement. Customer may retain any information provided by SecureWorks, solely for Customer’s internal use. At all times during the term of this Agreement and thereafter, Customer covenants and agrees not to take any action, either directly or indirectly, to: (i) challenge, question, or attempt to invalidate any of the ownership rights of SecureWorks described in this Section 5.2; or (ii) assert any IP or other rights in or to any of the Products, MSS Services, Works, or TI Reports, , other than the limited licenses granted to Customer under this Agreement.

Secureworks’ Proprietary Rights. As between Customer and SecureWorksSecureworks, SecureWorks Secureworks will own all right, title title, and interest in and to the Products and ServicesProducts. This MSA CRA does not transfer or convey to Customer or any third party Party, any right, title or interest in or to the Products and Services or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this MSACRA. SecureWorks will retain ownership of all copies of the Documentation. SecureWorks Secureworks agrees to transfer to Customer Customer, all right, title and interest in and to any Customer Purchased Equipment, excluding any right, title title, or interest in and to the Software and any other SecureWorks Secureworks IP loaded onto such Customer Purchased Equipment. In addition, Customer agrees that SecureWorks Secureworks is the owner of all right, title and interest in all IP in any work, including, but not limited to, all inventions, methods, processes, flow charts, algorithms, documentation, adversary information, report templates, know-how, inventions, models, and computer programs including any source code or object code, (and any enhancements and modifications made thereto) contained within the Services and/or Products and any suggestions, enhancement requests, recommendations, or feedback provided by Customer regarding the Services or Products (collectively, the “ Works“Secureworks Materials”), developed by SecureWorks in connection with the performance of the Services hereunder and of general applicability across SecureWorks’ customer base, and Customer hereby assigns to SecureWorks Secureworks all right, title and interest in and to any copyrights that Customer may have in and to such WorkSecureworks Material; provided, however, that such Work Secureworks Material shall not include Customer’s Confidential Information (as defined in Section 8)6), Customer Data, Customer Reports (as defined in Section 6.35.3) or other information belonging, referencing, identifying or pertaining to Customer or Customer Affiliates. Without limiting the foregoing, SecureWorks will own all right, title and interest in all IP in any advisory data, threat data, vulnerability data, analyses, summaries, bulletins and information made available to Customer in SecureWorks’ provision of its Counter Threat Intelligence Services (the “TI Reports”). During the term of the Services, SecureWorks Secureworks grants to Customer a limited, non-exclusive license to use such Works and TI Reports Secureworks Materials solely for Customer to receive and use the Services and for Customer’s or its Affiliate’s internal security purposes only. Customer acknowledges that any Any license to the SecureWorks Secureworks Products, Services, Works and TI Reports Services or Secureworks Materials expires or terminates upon the expiration or termination of any individual Service Order/SOW Transaction Document and/or this MSACRA.

Secureworks’ Proprietary Rights. As between Customer and SecureWorksSecureworks, SecureWorks Secureworks will own all right, title and interest in and to the Products and Services. This MSA CRA does not transfer or convey to Customer or any third party party, any right, title or interest in or to the Products and Services or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this MSACRA. SecureWorks will retain ownership of all copies of the Documentation. SecureWorks Secureworks agrees to transfer to Customer Customer, all right, title and interest in and to any Customer Purchased Equipment, excluding any right, title or interest in and to the Software and any other SecureWorks Secureworks IP loaded onto such Customer Purchased Equipment. In addition, Customer agrees that SecureWorks Secureworks is the owner of all right, title and interest in all IP in any work, including, but not limited to, all inventions, methods, processes, and computer programs including any source code or object code, (and any enhancements and modifications made thereto) contained within the Services and/or Products (collectively, the “ “Works”), developed by SecureWorks Secureworks in connection with the performance of the Services hereunder and of general applicability across SecureWorksSecureworks’ customer base, and Customer hereby assigns to SecureWorks Secureworks all right, title and interest in and to any copyrights that Customer may have in and to such Work; provided, however, that such Work shall not include Customer’s Confidential Information (as defined in Section 8)6), Customer Data, Customer Reports (as defined in Section 6.35.3) or other information belonging, referencing, identifying or pertaining to Customer or Customer Affiliates. Without limiting the foregoing, SecureWorks will own all right, title and interest in all IP in any advisory data, threat data, vulnerability data, analyses, summaries, bulletins and information made available to Customer in SecureWorks’ provision of its Counter Threat Intelligence Services (the “TI Reports”). During the term of the Services, SecureWorks Secureworks grants to Customer a limited, non-exclusive license to use such Works and TI Reports solely for Customer to receive and use the Services and for Customer’s or its Affiliate’s internal security purposes only. Customer acknowledges that any Any license to the SecureWorks Secureworks Products, Services, Services or Works and TI Reports expires or terminates upon the expiration or termination of any individual Service Order/SOW Transaction Document and/or this MSACRA.

Secureworks’ Proprietary Rights. As between Customer and SecureWorksSecureworks, SecureWorks Secureworks will own all right, title title, and interest in and to the Products and ServicesProducts. This MSA CRA does not transfer or convey to Customer or any third party Party, any right, title or interest in or to the Products and Services or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this MSACRA. SecureWorks will retain ownership of all copies of the Documentation. SecureWorks Secureworks agrees to transfer to Customer Customer, all right, title and interest in and to any Customer Purchased Equipment, excluding any right, title title, or interest in and to the Software and any other SecureWorks Secureworks IP loaded onto such Customer Purchased Equipment. In addition, Customer agrees that SecureWorks Secureworks is the owner of all right, title and interest in all IP in any work, including, but not limited to, all inventions, methods, processes, and computer programs including any source code or object code, (and any enhancements and modifications made thereto) contained within the Services and/or Products (collectively, the “ “Works”), developed by SecureWorks Secureworks in connection with the performance of the Services hereunder and of general applicability across SecureWorksSecureworks’ customer base, and Customer hereby assigns to SecureWorks Secureworks all right, title and interest in and to any copyrights that Customer may have in and to such Work; provided, however, that such Work shall not include Customer’s Confidential Information (as defined in Section 8)6), Customer Data, Customer Reports (as defined in Section 6.35.3) or other information belonging, referencing, identifying or pertaining to Customer or Customer Affiliates. Without limiting the foregoing, SecureWorks will own all right, title and interest in all IP in any advisory data, threat data, vulnerability data, analyses, summaries, bulletins and information made available to Customer in SecureWorks’ provision of its Counter Threat Intelligence Services (the “TI Reports”). During the term of the Services, SecureWorks Secureworks grants to Customer a limited, non-exclusive license to use such Works and TI Reports solely for Customer to receive and use the Services and for Customer’s or its Affiliate’s internal security purposes only. Customer acknowledges that any Any license to the SecureWorks Secureworks Products, Services, Services or Works and TI Reports expires or terminates upon the expiration or termination of any individual Service Order/SOW Transaction Document and/or this MSACRA.