Ownership by Customer. eXalt acknowledges and agrees that: (i) as between eXalt and Customer, Customer owns all the right, title and interest in the Customer Content and the Customer Brand Features, all derivatives, enhancements and improvements thereof (except the Application Service Provided Content), and all Intellectual Property Rights therein; (ii) nothing in this Agreement shall confer in eXalt any right of ownership in the Customer Content or the Customer Brand Features, other than the limited licenses set forth in Section 3.3 above; and (iii) eXalt shall not now or in the future contest the validity of the Customer Brand Features. Customer grants no licenses except for those expressly set forth in this Agreement and shall retain all rights not expressly granted hereunder. To the extent eXalt or its employees may acquire any right or interest in any of the foregoing by operation of law, then as additional consideration for favorable provisions of this Agreement, eXalt hereby irrevocably assigns and transfers to Customer all right, title and interest worldwide in and to such Customer Content, whether or not patentable or copyrighted, made or conceived or reduced to practice, and to all modifications and derivative works thereof (except the Application Service Provided Content), and to all Intellectual Property Rights related thereto. eXalt shall maintain and enforce agreements and policies with its employees sufficient to give effect to the provisions of this Section 3.6.
Appears in 2 contracts
Sources: Application Service Provider Agreement, Application Service Provider Agreement (Source Atlantic, Inc.)