Common use of MATERIAL AND INTELLECTUAL PROPERTY Clause in Contracts

MATERIAL AND INTELLECTUAL PROPERTY. If the Contractor receives a request for access to any of the Material from a person other than the WLCF, and this Agreement does not require or authorize the Contractor to provide that access, the Contractor must promptly advise the person to make the request to the WLCF. The WLCF exclusively owns all property rights of the Material that are not intellectual property rights. Any equipment property the WLCF may provide to the Contractor or a Subcontractor is the WLCF's exclusive property. The Contractor must deliver any Material or equipment property to the WLCF immediately following expiration of this Agreement, or sooner upon request, in the same condition it was supplied to the Contractor, excepting always loss or damage attributable to reasonable wear and tear. The WLCF exclusively owns all intellectual property rights, including copyright in: Received Material the Contractor receives from the WLCF, and Produced Material, other than any Incorporated Material. Upon the WLCF's request, the Contractor must deliver to the WLCF documents satisfactory to the WLCF that irrevocably waives in the WLCF's favour any moral rights that the Contractor (or its employees) or a Subcontractor (or its employees) may have in the Produced Material and confirm the vesting in the WLCF of the copyright in the Produced Material, other than any Incorporated Material, Upon any Incorporated Material being embedded or incorporated in the Produced Material and to the extent that it remains so embedded or incorporated, the Contractor grants the WLCF: a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to exercise, in respect of that Incorporated Material, the rights set out in the Copyright Act (Canada), including the right to use, reproduce, modify, publish and distribute that Incorporated Material; and the right to sublicense or assign to third parties any or all of the rights granted to the WLCF under section 15.15(a).