Common use of Co-Development Clause in Contracts

Co-Development. Any intellectual property resulting from or constituting -------------- work product ("Work Product") from co-development efforts under this Agreement shall be owned by ICQ, subject to CP's and ICQ's respective proprietary rights in any underlying software or technology to the extent incorporated or included in such Work Product. ICQ and AOL hereby grant to CP a fully paid-up, royalty free, perpetual, irrevocable and worldwide license to CP to use, reproduce, distribute, transmit, sublicense, modify and create derivative works of such Work Product, and to make, use, offer for sale and sell products and services that incorporate such Work Product or modifications thereof, provided that CP shall not make, use, offer for sale or sell any products or services incorporating such Work Product until nine (9) months after the termination or expiration of this Agreement. For purposes of this Agreement, "co-development" shall consist of (a) work, even if performed solely by CP, that primarily involves integration, pursuant to non-ICQ-provided specifications, of features and functionality into the ICQ Service (or other real time messaging technologies) or their functions and resources (such as member directories); and (b) other work where employees of each party meet the statutory requirements under U.S. patent and/or copyright law (such as 35 U.S.C. Sec. 16 and 17 U.S.C. Secs. 101 and 201) to be deemed co-authors or co-inventors (including any work product consisting of or conforming to published API's or specifications of ICQ or AOL). CP hereby assigns to ICQ or AOL, as appropriate, any and all of CP's rights, title and interests in any co-developed work, and shall promptly deliver to ICQ or AOL all such co-developed work, including without limitation source code and all available Documentation, in form and manner specified by ICQ. CP shall cooperate with ICQ at ICQ's expense in documenting and perfecting all such rights, including executing any necessary assignments, applications or other documentation. Notwithstanding any of the foregoing, this Section 12.3 shall not construed to include, and CP retains sole ownership of all proprietary rights in and to, features, functionality, and all other aspects of the CP Service that prior to such development CP provides to other customers as part of the CP Service or otherwise develops apart from this Agreement. Further, this Section 12.3 shall not be construed to include any generic modules (which shall mean any software object, program, application, API, driver, tool, module, plug- in, routine, subroutine, algorithm and/or other technology that is not uniquely specific to ICQ's or AOL's technical, operational or commercial requirements under this Agreement and that can be readily adapted to other uses or applications and that is not based on any ICQ or AOL proprietary specifications --- or Confidential Information provided hereunder).