Common use of OWNERSHIP AND USE OF WORK PRODUCT Clause in Contracts

OWNERSHIP AND USE OF WORK PRODUCT. Client will own all deliverables and other material originated, prepared for and/or delivered to the Client under this Agreement, including without limitation, all copyright, patent, trade secret and other proprietary rights pertaining thereto; provided, however, that Provider’s working papers and Confidential Information of Provider belong exclusively to Provider except to the extent said working papers contain Confidential Information of Client or material owned by Client under the preceding sentence. To the extent that Confidential Information of Provider is embedded or reflected in the deliverables provided hereunder, Provider hereby grants Client the perpetual, nonexclusive, worldwide, royalty-free right and license to (a) use, execute, reproduce, distribute copies of, and prepare derivative works of Provider’s Confidential Information and any derivative works thereof, and (b) authorize others to do any or all of the foregoing; provided, however, that said rights will be strictly limited to Client’s internal use related to detection, testing, intrusion, penetration, and remediation of security vulnerabilities in Client’s own information systems and networks. Except to the extent same include Confidential Information of Client, the ideas, concepts, know-how, techniques, inventions, discoveries and improvements developed during the course of this Agreement by Provider’s personnel, alone or in conjunction with Client personnel, may be used by Provider in any way it deems appropriate, including without limitation by or for its clients, without an obligation to account, notwithstanding any provision in this Agreement to the contrary. Nothing in this Agreement will preclude or limit Provider from providing consulting services and/or developing software or materials for itself or other clients.