Common use of Intellectual Property and Data Clause in Contracts

Intellectual Property and Data. (a) Subject to the terms and conditions of this Agreement, Service Provider (on behalf of itself and its Affiliates) hereby grants to Service Recipient and its Affiliates a limited, royalty-free, worldwide, non-sublicensable, non-exclusive, non-transferable (except as set forth in Section 8.01) license on an as-is, warranty-free basis solely during the term of this Agreement in, to and under all Intellectual Property and Information Technology owned or licensable (without the consent of, or payment to, any third party) by Service Provider or any of its Affiliates, solely to the extent necessary for Service Recipient or any of its Affiliates to receive and use the Services. (b) Subject to the terms and conditions of this Agreement, Service Recipient (on behalf of itself and its Affiliates) hereby grants to Service Provider and its Affiliates a limited, royalty-free, worldwide, non-sublicensable, non-exclusive, non-transferable (except as set forth in Section 8.01) license on an as-is, warranty-free basis solely during the term of this Agreement in, to and under all Intellectual Property and Information Technology owned or licensable (without the consent of, or payment to, any third party) by Service Recipient or any of its Affiliates, solely to the extent necessary for Service Provider or any of its Affiliates to provide the Services. (c) Except as expressly set forth herein, each Party acknowledges that none of it, its Affiliates or any of their respective Representatives will acquire any right, title or interest (including any license rights or rights of use) in (i) any Intellectual Property (including with respect to Software or Information Technology) of the other Party or its Affiliates, Representatives or licensors, or (ii) any licenses owned by the other Party or its Affiliates, Representatives or licensors, in each case, by reason of the provision, receipt or use of the Services provided under this Agreement. (d) Without prejudice to the terms of the Separation and Distribution Agreement, each Party (on behalf of itself and its Affiliates) expressly reserves all right, title and interest in and to the Intellectual Property owned by such Party or any of its Affiliates. Except as otherwise expressly set forth herein or unless otherwise expressly agreed by the Parties, no right, title or interest in and to any such Intellectual Property (including rights in any data) is granted, transferred or otherwise conveyed by such Party or any of its Affiliates to the other Party or any of its Affiliates, whether by implication, estoppel or otherwise herein. (e) In the event that Service Provider or any of its Additional Providers, in the course of, and as a result of, the provision of the Services under this Agreement creates, develops or acquires ownership of any Intellectual Property developed or conceived of exclusively for Service Recipient or any of its Affiliates in connection with any research and development related Services (“Newly Developed Product Intellectual Property”), then as between the Parties, such Newly Developed Product Intellectual Property shall be solely and exclusively owned by Service Recipient upon Service Provider’s or its Additional Providers’ creation, development or acquisition of such Newly Developed Product Intellectual Property and shall be deemed a “work for hire” under applicable Law. Without limiting the generality of the foregoing, Service Provider, on behalf of itself and its Affiliates, hereby irrevocably assigns and transfers to Service Recipient all of Service Provider’s and its Affiliates’ right, title and interest in, to and under such Newly Developed Product Intellectual Property and, if applicable, shall use commercially reasonable efforts to cause its Third Party Service Providers to irrevocably assign and transfer to Service Recipient all of such Additional Providers’ right, title and interest in, to and under such Newly Developed Product Intellectual Property. (f) In the event that Service Provider or any of its Affiliates, in the course of, and as a result of, the provision or receipt of the Services under this Agreement creates, develops or acquires ownership of Intellectual Property (other than any Newly Developed Product Intellectual Property) in any deliverables provided hereunder (“Newly Developed Intellectual Property”) to Service Recipient or any of its Affiliates, then subject to the terms and conditions of this Agreement, Service Provider (on behalf of itself and its Affiliates) hereby grants to Service Recipient and its Affiliates a royalty-free, worldwide, sublicensable, non-exclusive, non-transferable (except as set forth in Section 8.01) license on an as-is, warranty-free basis under all Service Provider’s and its Affiliates’ rights in the Newly Developed Intellectual Property for Service Recipient and its Affiliates to use and exploit such Newly Developed Intellectual Property for its intended purpose in the operation in its business. Notwithstanding anything in this Agreement to the contrary, as between the Parties, Service Recipient shall own, and Service Provider shall deliver (and shall cause its Affiliates to deliver) all data that is generated for Service Recipient or any of its Affiliates by Service Provider or any of its Affiliates in performing the Services that would have been included in the WKKC Assets or Kellanova Assets, as applicable, if such data had been so generated prior to the Effective Time. Each of the Parties hereto agrees to execute and to cause its Affiliates to execute all such further instruments and documents and to take all such further action as the other Party may reasonably require in order to effectuate the terms and purposes of this Agreement. (g) Unless otherwise set forth in the Schedules, Service Provider shall, and shall cause its Additional Providers to, deliver to Service Recipient or its designee in a standard electronic format mutually acceptable to the Parties (including, to the extent reasonably practicable, file descriptions sufficient to identify the following data files and their contents and structure): (i) as soon as reasonably practicable after the Closing, all data files and information included in the WKKC Assets or Kellanova Assets, as applicable, and (ii) upon the termination or expiration of any Service that involves the compilation or other processing of data on any of Service Provider’s or any of its Additional Provider’s Systems, those portions of all data files maintained by Service Provider or any of its Additional Providers that are the property of or otherwise owned by Service Recipient or its Affiliates (and not previously transferred to Service Recipient or its designee), including, as applicable, any such data contemplated by Section 7.02(g). Notwithstanding anything to the contrary in this Agreement, Service Provider shall bear the reasonable costs and expenses associated with the provision and delivery of all such data files and information; provided, however, that (i) Service Provider shall not have any obligation to provide or cause to provide data in any non-standard format, and (ii) Service Provider shall be reimbursed for its reasonable out-of-pocket costs for providing such data in any format other than its standard format, unless otherwise expressly provided in the applicable Schedule. (h) To the extent any provision herein contradicts that in the Brand IP Agreement or Non-brand IP Agreement, the provisions in such relevant agreement shall supersede the relevant provision herein.