Client Owns IP Contract Clause

Intellectual Property

1. Definitions.

   • "Intellectual Property Rights" shall mean all patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
   • "Deliverables" shall mean all documents, products and materials developed by the Service Provider or its agents, contractors and employees as part of or in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).

2. The Service Provider hereby assigns to the Client all right, title and interest, including all Intellectual Property Rights, in and to the Deliverables. The Service Provider shall promptly disclose all Deliverables to the Client.

3. The Service Provider agrees, at the expense of the Client, to execute all papers and perform all other acts as may be necessary for the Client to perfect and protect its rights in and to the Deliverables and to vest the entire right and title thereto exclusively in the Client.

4. To the extent any Intellectual Property Rights in the Deliverables cannot be assigned by the Service Provider to the Client, the Service Provider hereby grants to the Client an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense) to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all such rights.