Joint IP Ownership Contract Clause

Intellectual Property

1. Definitions. a. "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof. b. "Project IP" means all Intellectual Property Rights created by Provider, either solely or jointly with Client, in the course of performing the Services. c. "Background IP" means all Intellectual Property Rights owned by a party prior to commencement of the Services or developed outside the scope of the Services.

2. Joint Ownership. Client and Provider shall jointly own all right, title, and interest in and to the Project IP. Each joint owner shall have the right to exercise and exploit the Project IP without a duty to account to the other joint owner, unless otherwise agreed to in writing.

3. Background IP. Each party shall retain ownership of its respective Background IP. Nothing in this Agreement shall be construed to transfer ownership of one party's Background IP to the other party.

4. Cooperation. At the request of either party, the other party shall execute and deliver any and all instruments and documents and take such other actions as may be necessary or desirable to give full effect to the joint ownership provisions of this Agreement.