Common use of Ownership of Customer Content Clause in Contracts

Ownership of Customer Content. By providing or inputting Customer Content into the Software via any method, You represent and warrant to eMDs that (i) You have all necessary rights to distribute or use any such Customer Content via the Software; (ii) You are solely responsible for all aspects of such Customer Content; and (iii) such Customer Content does not violate the rights of any third party. As between eMDs and Customer, Customer owns such Customer Content and eMDs has no proprietary, financial, or other interest in Customer Content. Notwithstanding the foregoing, Customer agrees that eMDs may access, view and use the Customer Content as necessary to respond to Customer’s specific support requests or inquiries; for the business operations of eMDs; as may be required by applicable law, court order or governmental authority; and as otherwise permitted by Customer. Customer further agrees that eMDs may extract Customer Content from any existing database and de-identify the Customer Content in accordance with HIPAA to create a de-identified data set. Customer grants to eMDs a nonexclusive, worldwide, paid-up, royalty-free, perpetual and irrevocable right and license to create derivative works of the de-identified data set and to use, copy, process, analyze, execute, reproduce, display, perform, transfer, distribute, and sublicense the data set and such derivative works in any technology now existing or later developed. Subject to the Customer’s sole continuing ownership of the Customer Content, eMDs shall own all such de-identified data sets, and all products, solutions and services that it creates using the data sets, and all of the intellectual property rights embodied in and related to the data sets and such products, solutions and services.