Common use of Jointly Developed Technology Clause in Contracts

Jointly Developed Technology. It is the intent of the parties that no ---------------------------- intellectual property in respect of technology (as distinct from Content as provided in the following paragraph) of any kind or nature be created and owned by them jointly. However, to the extent that their joint activities result in technology or related intellectual property that is deemed under applicable laws to be jointly developed and jointly owned by them, the parties will affirm such ownership in writing. The parties will cooperate, as either of them may reasonably request, in the protection of any such jointly owned intellectual property, by registration, prosecution and otherwise. However, neither party will be required to be a named plaintiff or to expend money in connection with such protection. If such a protection action for which the parties may be joint plaintiffs or applicants or any related joint and equal expenditure of money is proposed by one party, and the other party refuses to expend such money or be a joint plaintiff, and if the proposing party proceeds with any such protection action as plaintiff or bearing all such expense, then such party may retain all commercial and other rights specifically arising or maintained as a result of the action, including but not limited to any right to receive and retain any damages awarded or agreed. Neither party shall use or authorize any third parties to use any jointly owned technology or related intellectual property in connection with the publication or distribution of Content in the Health Subject Areas other than Content distributed pursuant to this Agreement. Notwithstanding the provisions of this section 5.2, a party may propose and the parties may mutually agree to other arrangements concerning cooperative efforts in developing and owning technology.