Common use of Joint Intellectual Property Clause in Contracts

Joint Intellectual Property. (i) The parties intend that any Intellectual Property developed through the combined efforts of the parties during the Term of this Agreement shall be developed pursuant to a negotiated development agreement, which shall be negotiated in good faith, and entered into, by the parties prior to commencement of work for the development of the Intellectual Property (each such agreement a “Development Agreement”). The terms of any such Development Agreement shall govern the parties rights in and any restrictions or obligations with respect to the Intellectual Property that is the subject of such Development Agreement. (ii) In the event that a Development Agreement has not been entered into by the parties with regard to jointly developed Intellectual Property, such Intellectual Property shall be owned jointly by the parties and any restrictions or obligations on use shall be governed by the remainder of this Section 10.3(b)(ii). During the Term and in perpetuity thereafter, Bank shall have the right to use, license and otherwise exploit such jointly owned Intellectual Property without any restriction or obligation to account to Kohl’s. During the Term and in perpetuity thereafter, Kohl’s shall have the right to use, license and otherwise exploit such jointly owned Intellectual Property without any restriction or obligation to account to Bank for such uses (A) solely in connection with and for purposes of operating the Kohl’s-branded private label credit card program and any other payment product program offered by Kohl’s, either directly or through third party, including in connection with the creation, establishment, marketing and administration of such programs, and the provision of services related thereto; and (B) solely for the purposes described in subsection 10.3(b)(ii)(A), sublicense such jointly owned Intellectual Property to its Affiliates and subcontractors, the third party purchaser of the Program Assets and any other third party that offers such any such payment program with Kohl’s. (iii) Patents and inventions shall be deemed to be developed jointly only if employees or contractors of each party who have assigned all such patent rights to such party are deemed co-inventors under the applicable patent laws. Software and other works of authorship and associated copyrights shall be deemed to be jointly developed only if the parties are deemed co-authors of such software or other work of authorship under the applicable copyright laws or otherwise deemed co-owners of such copyright. Otherwise, all patents, patentable inventions, software, other works of authorship and related copyrights shall be deemed to be developed solely by one party. For the avoidance of doubt, if any work is created solely by one party which is based on or incorporates Intellectual Property of the other party, then such party shall be the sole owner of the Intellectual Property in and to the new work, subject to the other party’s sole ownership of the underlying work.

Joint Intellectual Property. (i) The parties intend that any Intellectual Property developed through the combined efforts of the parties during the Term of this Agreement shall be developed pursuant to a negotiated development agreement, which shall be negotiated in good faith, and entered into, by the parties prior to commencement of work for the development of the Intellectual Property (each such agreement a “Development Agreement”). The terms of any such Development Agreement shall govern the parties rights in and any restrictions or obligations with respect to the Intellectual Property that is the subject of such Development Agreement. (ii) In the event that a Development Agreement has not been entered into by the parties with regard to jointly developed Intellectual Property, such Intellectual Property shall be owned jointly by the parties and any restrictions or obligations on use shall be governed by the remainder of this Section 10.3(b)(ii). During the Term and in perpetuity thereafter, Bank Each Party shall have the right to use, license and otherwise exploit such jointly owned Intellectual Property without any restriction or obligation to account to Kohl’s. During the Term and in perpetuity thereafterother Party; provided, Kohl’s shall have the right to usehowever, license and otherwise exploit that no such jointly owned Intellectual Property without any restriction or obligation to account to shall be used by Bank for such uses (A) solely in connection with and for purposes any Comparable Partner Program or Competing Retail Program without the prior written consent of operating the Kohl’s-branded private label credit card program and any other payment product program offered by Kohl’s, either directly or through third party, including in connection with the creation, establishment, marketing and administration of such programs, and the provision of services related thereto; and (B) solely for the purposes described in subsection 10.3(b)(ii)(A), sublicense such jointly owned Intellectual Property to its Affiliates and subcontractors, the third party purchaser of the Program Assets and any other third party that offers such any such payment program with Kohl’s. (iii) NMG. Patents and patentable inventions shall be deemed to be developed jointly owned jointly, as between the Parties, only if employees or contractors the respective personnel of each party who have assigned all such patent rights to such party Party are deemed co-inventors under the applicable patent laws. Software law, and (ii) software and other works of authorship and associated copyrights shall be deemed to be jointly developed owned only if the parties Parties are deemed co-authors or co-owners of such software or other work of authorship under the applicable copyright laws or otherwise deemed co-owners law. Any other Intellectual Property developed by a substantially equal investment of time, human, intellectual and financial resources by each Party during the Term of this Agreement shall be owned jointly by the Parties. By way of example and not of limitation, a Party shall not be a joint owner of any such copyrightIntellectual Property if its contribution thereto consists solely of data, unless that is the only contribution of the other Party. Otherwise, all patents, patentable inventions, software, other works of authorship and related copyrights and all other Intellectual Property (and any improvements thereto) shall be deemed to be developed owned solely by one partyParty. For Thus, to the avoidance of doubt, if any extent that a work is created solely by one party which Party is based on or incorporates Intellectual Property of the other partyParty, but the Parties are not joint owners as set forth above, then such party one Party shall be the sole owner of the Intellectual Property in the underlying work and to the other Party shall be the sole owner of the Intellectual Property in the new work, subject . Any information or data provided by or on behalf of one Party to the other party’s Party remains, as between the Parties, the sole ownership property of the underlying workproviding Party, and if applicable, shall be considered “Confidential Information” under Section 13.1. Any Intellectual Property, systems or networks of a Party used to process, store or analyze information or data of the other Party remain, as between the Parties, the sole property of the first Party.