Common use of Delivery and Updates Clause in Contracts

Delivery and Updates. 5.01 Improvements. From the Effective Date until the Anniversary Date, XOX shall deliver to the Company a written report that completely details any evolution, improvement, modification, correction, enhancement or other change (collectively, "Updates") in or to the Software owned (or co-owned with any other Person) by XOX, XOX development efforts related to Software and the progress of XOX development efforts related to Software (whether or not such efforts or Updates have been incorporated into the Software). Except as set forth in the next succeeding sentence, in the event XOX, either by itself or through any joint venture, partnership, XOX affiliate, development agreement or other arrangement that involves the Conveyed Rights or any part thereof, develops or conceives any Update from the Effective Date until the Anniversary Date which XOX believes may be entitled to patent protection and which is owned by XOX, XOX shall provide to the Company a written description of such Update at least twenty (20) days prior to the date of any act, occurrence or deadline date that would constitute a bar to the patentability of such Update under the laws of the United States or any foreign jurisdiction, so as to allow the Company an opportunity to review such written description following receipt thereof in order to determine whether the Company desires to seek patent protection for the Update. Anything contained in this Agreement to the contrary notwithstanding, (i) any Update created by XOX while performing services as a consultant under contract to any Third-Party (other than the Company) shall not be subject to the rights of the Company, nor shall the Company be entitled to any conveyance thereto by XOX of any interest therein, if such contract provides that XOX shall have no right, title to or interest of any kind in any software, code, Updates or other intellectual property of any kind (including any partnership agreement, joint venture agreement or development agreement of any kind), created by XOX pursuant to such contract, and (ii) XOX shall not enter into any agreement with any Third Party (other than the Company) for the creation or development of any Updates unless such contract either (A) grants to XOX ownership or co-ownership thereof and the right to convey interests therein, including joint ownership, to the Company, or (B) denies XOX any interest, legal or equitable, in such software, code, Updates or other intellectual property as created or developed by XOX pursuant to such contract.