Common use of Intellectual Property and Data Clause in Contracts

Intellectual Property and Data. (a) Service Provider and Service Recipient shall each retain ownership of their respective intellectual property and data existing as of the date hereof except as may otherwise be provided for in the Purchase Agreement. Unless otherwise agreed in writing and subject to Section 9(b), each Party agrees that any intellectual property or data of the other Party or its licensors made available to such Party in connection with the provision of Services, and any derivative works, additions, modifications, translations or enhancements thereof created by a Party pursuant to this Agreement, are and shall remain the sole property of the Party that is the owner of such intellectual property or data; provided, that Service Recipient shall exclusively own any and all data generated exclusively with respect to, and in the course of, the provision of the Services by Service Provider. (b) Service Provider acknowledges that any and all software, writings, documents, reports, designs, specifications, data and other materials that Service Provider makes, conceives or develops during the Term that are specifically and expressly either requested by Buyer or Service Recipient in a written request, or reflected in Schedule 1(a) hereto, in each case related to the Services performed by Service Provider hereunder, together with any associated patent, copyright, trade secret and other intellectual property rights therein (collectively, “Deliverables”), shall be deemed “works made for hire” and shall be the sole and exclusive property of Buyer. In the event that for any reason the Deliverables are not deemed “works made for hire,” then Service Provider agrees to (and shall cause any of Service Provider’s employees (if any) to) use commercially reasonable efforts to assign and transfer, and does hereby assign and transfer, to Buyer any and all of the Service Provider’s rights, title and interest in and to the Deliverables. Service Provider shall execute and deliver any and all instruments and other documents and take such other actions as may be reasonably necessary or reasonably requested by Buyer to document the aforesaid assignment and transfer of the Deliverables to Buyer, or to enable Buyer to secure, register, maintain, enforce or otherwise fully protect its rights in and to the Deliverables. Service Provider hereby waives any and all of its moral rights that Service Provider may have in any Deliverables.