Provider Owns IP Contract Clause

Intellectual Property

1. Intellectual Property Rights. "Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

2. Work Product. "Work Product" means all documents, products and materials developed by the Provider or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications.

3. Ownership of Work Product. Subject to the provisions of this clause, the Provider shall retain all Intellectual Property Rights in the Work Product. The Provider grants the Client a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Work Product for the purpose of receiving and using the Services and the Work Product in its business.

4. Ownership of Client Materials. The Client and its licensors shall retain all Intellectual Property Rights in any materials provided by the Client to the Provider for the purposes of this Agreement.

5. Ownership of Third Party Materials. The Provider and the Client acknowledge that, in respect of any third party Intellectual Property Rights, the other party's use of any such Intellectual Property Rights is conditional on that party obtaining a written licence from the relevant licensor on such terms as will entitle that party to license such rights to the other party.