Common use of Software and Intellectual Property Rights Clause in Contracts

Software and Intellectual Property Rights. A. Subject to Client’s payment to Developer of the compensation as provided in this Agreement, Developer’s Work (including the Software, Technical Design and the Documentation) will be deemed a “commissioned work” and “work made for hire” to the greatest extent permitted by law and Client will be the sole owner of the Software and/or any works derived therefrom. To the extent that Developer’s Work is not properly characterized as “work made for hire,” Developer hereby irrevocably assigns to Client all right, title and interest in and to Developer’s Work and the Software (including but not limited to the copyright therein), and any and all ideas and information embodied therein, in perpetuity and throughout the world. Except to the extent otherwise provided in this Agreement, Developer retains no right, ownership, or title in the Developer’s Work, Software, Technical Design and the Documentation, or any related copyrights, trademarks, patents, trade secrets, Confidential Information, or any other proprietary rights obtained on the Software, Technical Design or the Documentation. The parties agree that the Software, Technical Design and the Documentation, and all associated intellectual property rights are being sold in their entirety to Client for whatever use Client desires. Nothing in this Agreement may be construed to convey a mere license to Client. Developer agrees to cooperate with Client, without additional compensation, in providing information or performing any necessary actions to register and secure any copyrights, patents, or trademarks or other intellectual property rights for the benefit of Client. Upon request, each party hereto shall execute and deliver any instruments, assignments, confirmations of assignments, or other written instruments as the other party may request in the ordinary course of business related to the Software, Technical Design and the Documentation or the rights or obligations set forth herein. B. Developer also grants to Client a royalty free, fully-paid, non-exclusive, perpetual, worldwide right and license in and to any other underlying software or platform used by Developer, separate and apart from the Software itself, in performing the Work and completing the Software as may be needed from time to time by Client in order to update the Software and/or make the Software perform according to Client’s needed specifications from time to time. Client hereby grants to Developer a perpetual, royalty-free, worldwide, non-exclusive license in the Software on an internal basis only for the sole purpose of allowing Developer to perform its obligations under this Agreement and for no other purpose.