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. This CRA does not transfer or convey to Customer or any third party, any right, title or interest in or to the Products or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this CRA. 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, 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 “Secureworks Materials”), and Customer hereby assigns to Secureworks all right, title and interest in and to any copyrights that Customer may have in and to such Secureworks Material; provided, however, that such Secureworks Material shall not include Customer’s Confidential Information (as defined in Section 6), Customer Data, Customer Reports (as defined in Section 5.3) or other information belonging, referencing, identifying or pertaining to Customer or Customer Affiliates. During the term of the Services, Secureworks grants to Customer a limited, non-exclusive license to use such Secureworks Materials solely for Customer to receive and use the Services for Customer’s or its Affiliate’s internal security purposes only. Any license to the Secureworks Products, Services or Secureworks Materials expires or terminates upon the expiration or termination of any individual Transaction Document and/or this CRA.

Secureworks’ Proprietary Rights. As between Customer and Secureworks, Secureworks will own all right, title and interest in and to the ProductsProducts and Services. This CRA 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 CRA. 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, 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 “Secureworks MaterialsWorks”), 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 Secureworks MaterialWork; provided, however, that such Secureworks Material Work shall not include Customer’s Confidential Information (as defined in Section 6), Customer Data, Customer Reports (as defined in Section 5.3) or other information belonging, referencing, identifying or pertaining to Customer or Customer Affiliates. During the term of the Services, Secureworks grants to Customer a limited, non-exclusive license to use such Secureworks Materials Works solely for Customer to receive and use the Services for Customer’s or its Affiliate’s internal security purposes only. Any license to the Secureworks Products, Services or Secureworks Materials Works expires or terminates upon the expiration or termination of any individual Transaction Document and/or this CRA.

Secureworks’ Proprietary Rights. As between Customer and Secureworks, Secureworks will own all right, title title, and interest in and to the Products. This CRA does not transfer or convey to Customer or any third partyParty, any right, title or interest in or to the Products or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this CRA. Secureworks agrees to transfer to 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 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, 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 “Secureworks MaterialsWorks”), 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 Secureworks MaterialWork; provided, however, that such Secureworks Material Work shall not include Customer’s Confidential Information (as defined in Section 6), Customer Data, Customer Reports (as defined in Section 5.3) or other information belonging, referencing, identifying or pertaining to Customer or Customer Affiliates. During the term of the Services, Secureworks grants to Customer a limited, non-exclusive license to use such Secureworks Materials Works solely for Customer to receive and use the Services for Customer’s or its Affiliate’s internal security purposes only. Any license to the Secureworks Products, Services or Secureworks Materials Works expires or terminates upon the expiration or termination of any individual Transaction Document and/or this CRA.

Secureworks’ Proprietary Rights. As between Customer and SecureworksSecureWorks, Secureworks SecureWorks will own all right, title and interest in and to the ProductsProducts and MSS Services. This CRA Agreement does not transfer or convey to Customer Customer, any of its Affiliates, or any third 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 CRAAgreement. Secureworks 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 Equipment purchased by Customer (“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, code (and any enhancements and modifications made thereto) to any of the foregoing), contained within the MSS Services and/or Products Products, developed by SecureWorks in connection with the performance of the MSS Services hereunder and any suggestions, enhancement requests, recommendations, or feedback provided by Customer regarding the Services or Products of general applicability across SecureWorks’ customer base (collectively, the “Secureworks MaterialsWorks”), and Customer hereby assigns to Secureworks SecureWorks all right, title and interest in and to any copyrights IP that Customer may have in and to such Secureworks MaterialWorks; provided, however, that such Secureworks Material Works shall not include Customer’s Confidential Information (as defined in Section 6), Customer Data, or Customer Reports (as defined in Section 5.3) or other ). 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 belonging, referencing, identifying or pertaining made available to Customer or Customer Affiliatesin SecureWorks’ provision of its counter threat intelligence MSS Services (the “TI Reports”). During the term of the MSS Services, Secureworks SecureWorks grants to Customer a limited, non-transferable, non- sublicensable, royalty-free, non-exclusive license to use such Secureworks Materials Works and TI Reports solely for Customer to receive the MSS Services and use the Services for Customer’s or its Affiliate’s internal security purposes only. Any Customer acknowledges that any license to the Secureworks Products, Services or Secureworks Materials MSS Services, Works and TI Reports immediately expires or terminates upon the expiration or termination (except when due to the fault of SecureWorks) of any individual Transaction Document Service Order and/or this CRAAgreement. 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 Secureworks, Secureworks will own all right, title title, and interest in and to the Products. This CRA does not transfer or convey to Customer or any third partyParty, any right, title or interest in or to the Products or any associated IP rights, but only a limited right of use as granted in and revocable in accordance with this CRA. Secureworks agrees to transfer to 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 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, 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 “Secureworks Materials”), and Customer hereby assigns to Secureworks all right, title and interest in and to any copyrights that Customer may have in and to such Secureworks Material; provided, however, that such Secureworks Material shall not include Customer’s Confidential Information (as defined in Section 6), Customer Data, Customer Reports (as defined in Section 5.3) or other information belonging, referencing, identifying or pertaining to Customer or Customer Affiliates. During the term of the Services, Secureworks grants to Customer a limited, non-exclusive license to use such Secureworks Materials solely for Customer to receive and use the Services for Customer’s or its Affiliate’s internal security purposes only. Any license to the Secureworks Products, Services or Secureworks Materials expires or terminates upon the expiration or termination of any individual Transaction Document and/or this CRA.

Secureworks’ Proprietary Rights. As between Customer and SecureworksSecureWorks, Secureworks SecureWorks will own all right, title and interest in and to the ProductsProducts and Services. This CRA MSA 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 CRAMSA. Secureworks 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 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 “Secureworks Materials“ 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 SecureWorks all right, title and interest in and to any copyrights that Customer may have in and to such Secureworks MaterialWork; provided, however, that such Secureworks Material Work shall not include Customer’s Confidential Information (as defined in Section 6)8), Customer Data, Customer Reports (as defined in Section 5.36.3) 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 Secureworks Materials 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. Any Customer acknowledges that any license to the Secureworks SecureWorks Products, Services or Secureworks Materials Services, Works and TI Reports expires or terminates upon the expiration or termination of any individual Transaction Document Service Order/SOW and/or this CRAMSA.