Common use of Vendor Ownership of Off-the-Shelf Software Clause in Contracts

Vendor Ownership of Off-the-Shelf Software. For preexisting software, the vendor nearly always will retain all intellectual property rights. The ownership section often starts out with a recitation that the copyright, trade secret, and other propri- etary rights in the software will remain with the vendor and that the customer will not acquire any rights other than those specifically granted in the license agreement. This provision often will explicitly exclude any implied licenses in favor of the customer. The vendor will want to state that it retains ownership of all translations, modifications, adaptations, or derivative works of its software. This provision should also include a presently effective3 assignment from the customer to the vendor of any customer rights it may have in any of the foregoing.