License to Client Contract Clause

Intellectual Property

1. Work Product. "Work Product" means all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Provider individually or jointly with others during the period of this Agreement and related to the Services or other work performed for the Client, whether or not patentable or registrable under copyright or similar laws.

2. Provider Intellectual Property. Provider shall retain all right, title and interest in and to its pre-existing intellectual property and any enhancements and modifications made to such intellectual property in connection with the Services ("Provider IP").

3. Ownership of Work Product. Subject to Provider's rights in the Provider IP, Provider hereby irrevocably assigns to Client all right, title and interest worldwide in and to the Work Product.

4. License to Provider IP. To the extent that Provider IP is incorporated into or necessary for the use of the Work Product, Provider hereby grants to Client a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use, reproduce, distribute, perform, display, and make derivative works of such Provider IP as part of the Work Product.

5. Further Assurances. Upon the request and at the expense of Client, Provider shall execute and deliver any and all instruments and documents and take such other acts as may be necessary to evidence the assignments and licenses made under this Agreement.