Title to Deliverables. With the exception of the Pre-Existing Materials described in Section 5.3., Citizens will have all right, title and interest in and to each Deliverable and any derivative works relating thereto (including ownership of copyrights). The use of these Deliverables in any manner by Citizens shall not support any claim by Vendor for additional compensation. Each Deliverable, and any portion thereof, shall be a "work made for hire" for Citizens pursuant to federal copyright laws. To the extent any of the Deliverable is not deemed a work made for hire by operation of law, Vendor hereby irrevocably assigns, transfers, and conveys to Citizens, or its designee, without further consideration, all of its right, title, and interest in such Deliverable, including all rights of patent, copyright, trade secret, trademark, or other proprietary rights in such materials. Vendor acknowledges that Citizens shall have the right to obtain and hold in its own name any intellectual property right in and to the Deliverable. Vendor agrees to execute any documents or take any other actions as may reasonably be necessary, or as Citizens may reasonably request, to perfect or evidence Citizens' ownership of the Deliverable. In no event, however, shall either Vendor or its affiliates be precluded from developing for itself, or for others, any original information or materials, whether in tangible or non-tangible form, which may be competitive with, or similar to, either the Services or the Deliverables so long as such party does not infringe any patent or copyright of Citizens. In addition, Vendor shall be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques that are acquired or used in the course of providing the Services which are retained in the unaided memories of employees who have had authorized access to Citizens’ Confidential Information. This Section shall survive the termination of this Agreement.
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Samples: Internal Audit Consulting Services Agreement, Internal Audit Consulting Services Agreement, Internal Audit Consulting Services Agreement
Title to Deliverables. With the exception of the Pre-Existing Materials described in Section 5.3., Citizens will have all right, title and interest in and to each Deliverable and any derivative works relating thereto (including ownership of copyrights). The use of these Deliverables in any manner by Citizens shall not support any claim by Vendor for additional compensation. Each Deliverable, and any portion thereof, shall be a "work made for hire" for Citizens pursuant to federal copyright laws. To the extent any of the Deliverable is not deemed a work made for hire by operation of law, Vendor hereby irrevocably assigns, transfers, and conveys to Citizens, or its designee, without further consideration, consideration all of its right, title, and interest in such Deliverable, including all rights of patent, copyright, trade secret, trademark, or other proprietary rights in such materials. Vendor acknowledges that Citizens shall have the right to obtain and hold in its own name any intellectual property right in and to the Deliverable. Vendor agrees to execute any documents or take any other actions as may reasonably be necessary, or as Citizens may reasonably request, to perfect or evidence Citizens' ownership of the Deliverable. In no event, however, shall either Vendor or its affiliates be precluded from developing for itself, or for others, any original information or materials, whether in tangible or non-tangible form, which may be competitive with, or similar to, either the Services or the Deliverables so long as such party does not infringe any patent or copyright of any member of Citizens. In addition, Vendor shall be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques that are acquired or used in the course of providing the Services which are retained in the unaided memories of employees who have had authorized access to Citizens’ Confidential Information. This Section shall survive the termination of this Agreement.
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