Common use of Subscription Services, Professional Services, and Derivative Works Clause in Contracts

Subscription Services, Professional Services, and Derivative Works. Perforce (or its licensors, as applicable) will retain all title to and ownership of the Subscription Services, Professional Services, and all related concepts, technical know-how, and all modifications, customizations, revisions, bug fixes, enhancements, improvements and derivative works, but excluding any scripts and APIs developed by Perforce specifically for Customer (collectively, the “Derivative Works”) thereof developed by Perforce or anyone else, including Customer, including all Intellectual Property Rights and, except for the expressed limited license granted hereunder, Customer shall have no rights in or claims with respect thereto. Customer shall have all right, title, and ownership in and to any scripts and APIs developed by Perforce for Customer as part of the Professional Services. To the extent it shall be determined that Customer has any right in connection with the Subscription Services, Professional Services, or Derivative Works other than the limited specific license hereunder, Customer hereby irrevocably: (i) assigns to Perforce, whenever and in perpetuity, any right, title and interest, whether now existing or later arising, that Customer may have in or to the Subscription Services, Professional Services, Derivative Works, and/or related Intellectual Property Rights; and (ii) agrees to take any lawful action that Perforce reasonably requests to vest or protect our right, title and interest therein (at Customer’s sole cost).

Subscription Services, Professional Services, and Derivative Works. Perforce Perfecto (or its licensors, as applicable) will retain all title to and ownership of the Subscription Services, Professional Services, and all related concepts, technical know-how, and all modifications, customizations, revisions, bug fixes, enhancements, improvements and derivative works, but excluding any testing scripts and APIs developed by Perforce Perfecto specifically for Customer (collectively, the “Derivative Works”) thereof developed by Perforce Perfecto or anyone else, including Customer, including all Intellectual Property Rights and, except for the expressed limited license granted hereunder, Customer shall have no rights in or claims with respect thereto. Customer shall have all right, title, title and ownership in and to any testing scripts and APIs developed by Perforce Perfecto for Customer as part of the Professional Services. To the extent it shall be determined that Customer has any right in connection with the Subscription Services, Professional Services, or Derivative Works other than the limited specific license hereunder, Customer hereby irrevocably: (i) assigns to PerforcePerfecto, whenever and in perpetuity, any right, title and interest, whether now existing or later arising, that Customer may have in or to the Subscription Services, Professional Services, Derivative Works, and/or related Intellectual Property Rights; and (ii) agrees to take any lawful action that Perforce Perfecto reasonably requests to vest or protect our right, title and interest therein (at Customer’s sole cost).