Common use of Ownership of Data and Intellectual Property Clause in Contracts

Ownership of Data and Intellectual Property. Except for the licenses granted pursuant to Sections 5.2(a) and (b) and except as set forth in the subsequent sentences in this Section 5.2(c), as between Service Provider and its Affiliates, on the one hand, and Service Recipient and its Affiliates, on the other hand, each Party and its Affiliates shall retain and shall be the sole and exclusive owner of all right, title and interest in and to its Intellectual Property used in connection with the Services, including, with respect to Service Provider and its Affiliates, any Intellectual Property created by Service Provider, its Affiliates or any Third Party Provider in providing the Services, and no implied licenses of any kind are granted by either Party in connection herewith. Notwithstanding the foregoing sentence, all Intellectual Property created or developed by Service Provider pursuant to the Services (i) that solely relates to the Separated Business, with respect to New News Corporation as Service Recipient, or the Remainco Business, with respect to Remainco as Service Recipient, shall be owned by Service Recipient, and (ii) that relates to both the Separated Business and the Remainco Business, shall be owned by Service Provider and Service Recipient jointly, without any obligation to account to the other for any fees, royalties, profits or other proceeds resulting from any sale, license or other commercial exploitation of such jointly owned Intellectual Property and without any requirement to obtain the consent of the other party to use or otherwise exploit such Intellectual Property in any manner. All data generated by Service Provider, its Affiliates or any Third Party Provider pursuant to a Service and on behalf of Service Recipient or its Affiliates will be owned by the Service Recipient or such Affiliate. To the extent that any right, title or interest in or to any Intellectual Property or data vests in a Party or its Affiliates, by operation of law or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, such Party (on behalf of itself and its Affiliates) shall, and hereby does, perpetually and irrevocably assign to the other relevant Party or its designated Affiliate any and all such right, title, and interest throughout the world in and to such Intellectual Property and data, without the need for any further action by either Party or either Party’s Affiliates. With respect to any Intellectual Property that is jointly owned by Service Provider and Service Recipient, each Party shall (and shall cause its respective Affiliates to) execute and deliver such further documents and take such other actions as may be reasonably requested by the other Party, at such other Party’s cost, in connection with the securing, establishing, maintaining, perfecting, protecting, enforcing or defending of such Party’s rights in such jointly-owned Intellectual Property, including appearing as a party in an action or proceeding if the appearance of such Person is required for such Party’s standing to ▇▇▇.

Ownership of Data and Intellectual Property. Except for (a) Notwithstanding anything herein to the licenses granted contrary, (i) all data created pursuant to Sections 5.2(aa Service and on behalf of the Party receiving such Service, shall be owned by such receiving Party, and (ii) all systems, technology and Intellectual Property owned by Purchaser as a result of the Transaction Agreement shall continue to be owned by Purchaser, even if such systems, technology and Intellectual Property are serviced by Seller. (b) and except as set forth in the subsequent sentences in this Section 5.2(c), as between Service Provider and its Affiliates, on the one hand, and Service Recipient and its Affiliates, on the other hand, each Party and its Affiliates shall retain and Seller shall be the sole and exclusive owner of all rightsource code and other Intellectual Property it creates (or, title and interest in and subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its Intellectual Property used performance under this Agreement, and, pursuant to the Cross-License Agreement, shall grant Purchaser a perpetual license to use the foregoing in connection with the ServicesPC Business; provided, includingthat the foregoing perpetual license shall not apply to Trademarks, with respect to Service Provider which Purchaser shall not receive any perpetual license or other perpetual use rights. (c) Purchaser shall be the sole and its Affiliatesexclusive owner of all data, any source code and other Intellectual Property created by Service Providerit creates (or, its Affiliates or any Third Party Provider in providing subject to the Services, and no implied licenses terms of any kind are granted by either Party in connection herewith. Notwithstanding the foregoing sentenceapplicable third party contracts, all Intellectual Property has created or developed by Service Provider on its behalf) pursuant to its performance under this Agreement, and, pursuant to the Services Cross-License Agreement, shall grant Seller a perpetual license to use the foregoing in Seller’s Business; provided, that the foregoing perpetual license shall not apply to Trademarks, with respect to which Seller shall not receive any perpetual license or other perpetual use rights. (d) To the extent that Seller and Purchaser jointly create Intellectual Property hereunder, such Intellectual Property shall be owned jointly by Seller and Purchaser (with no right of accounting); provided, that no Trademarks shall be jointly owned; and provided, further, that if such Intellectual Property is derived from or otherwise based upon a Party’s Intellectual Property, only the newly created derivative Intellectual Property shall be jointly owned, and such joint ownership shall not affect the ownership of the underlying Intellectual Property. If the Parties collaborate to create any Trademarks (i) that solely relates to the Separated Businessare derived from or based upon a Party’s Intellectual Property, with respect to New News Corporation as Service Recipient, or the Remainco Business, with respect to Remainco as Service Recipient, such Trademarks shall be owned by Service Recipient, such Party and (ii) that relates to both are not derived from or based upon a Party’s Intellectual Property, the Separated Business and the Remainco Business, Parties shall be owned by Service Provider and Service Recipient jointly, without any obligation to account to the other for any fees, royalties, profits or other proceeds resulting from any sale, license or other commercial exploitation of agree in writing before such jointly owned Intellectual Property and without any requirement to obtain the consent of the other creation which party to use or otherwise exploit shall own such Intellectual Property in any manner. All data generated by Service Provider, its Affiliates or any Third Party Provider pursuant to a Service and on behalf of Service Recipient or its Affiliates will be owned by the Service Recipient or such Affiliate. To the extent that any right, title or interest in or to any Intellectual Property or data vests in a Party or its Affiliates, by operation of law or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, such Party (on behalf of itself and its Affiliates) shallTrademarks, and hereby does, perpetually and irrevocably assign to the other relevant Party or its designated Affiliate any and all such right, title, and interest throughout the world in and to such Intellectual Property and data, without the need for any further action by either Party or either Party’s Affiliates. With respect to any Intellectual Property that is jointly owned by Service Provider and Service Recipient, each Party shall (and shall cause its respective Affiliates to) execute and deliver such further documents and take such other actions as may be reasonably requested by the other Party, at such other Party’s cost, in connection with the securing, establishing, maintaining, perfecting, protecting, enforcing or defending of such Party’s rights in such jointly-owned Intellectual Property, including appearing as a party in an action or proceeding if the appearance of such Person is required for such Party’s standing to ▇▇▇therein.

Ownership of Data and Intellectual Property. Except (a) Each Party retains the ownership and title to any and all of its data and Intellectual Property as of the Effective Date. This Agreement is not intended to, and shall not, transfer or license any Intellectual Property from one Party to the other, except for the licenses granted pursuant to Sections 5.2(alimited license rights as expressly set forth in Section 7.1(c) and Section 7.1(d). (b) and except as set forth in the subsequent sentences in this Section 5.2(c), as between Service Provider and its Affiliates, on the one hand, and Service Recipient and its Affiliates, on the other hand, each Party and its Affiliates shall retain and shall be the sole and exclusive owner of all right, title and interest in and to its Intellectual Property used in connection with the Services, including, with respect to Service Provider and its Affiliates, any Intellectual Property created by Service Provider, its Affiliates or any Third Party Provider in providing the Services, and no implied licenses of any kind are granted by either Party in connection herewith. Notwithstanding the foregoing sentence, all All Intellectual Property created or developed by Service Provider pursuant to the Services (i) that solely relates to the Separated Business, with respect to New News Corporation as Service Recipient, or the Remainco Business, with respect to Remainco as Service Recipient, Recipient in connection herewith shall be owned by Service Recipient. Except as otherwise mutually agreed by the Parties, and (ii) that relates to both the Separated Business and the Remainco Business, any Intellectual Property created or developed by or on behalf of Service Provider Parties in connection herewith shall be owned by Service Provider. (c) Service Provider and hereby grants to Service Recipient jointlyand to its Personnel, without any obligation to account to a non-exclusive, limited license and right, during the other for any feesTerm, royalties, profits or other proceeds resulting from any sale, license or other commercial exploitation of such jointly owned under the Intellectual Property and without any requirement to obtain the consent of the (other party to use or otherwise exploit such Intellectual Property in any manner. All data generated by Service Provider, its Affiliates or any Third Party Provider pursuant to a Service and on behalf than Trademarks) of Service Recipient or its Affiliates will be owned by the Service Recipient or such Affiliate. To the extent that any right, title or interest in or to any Intellectual Property or data vests in a Party Provider or its Affiliates, to use the embodiments of Intellectual Property provided by operation Service Provider to Service Recipient hereunder solely to the extent necessary for the receipt, access and use of law the Services. Notwithstanding the foregoing, Service Provider shall grant a license to Service Recipient and its Personnel beyond the Term on reasonable terms and conditions pursuant to a Change Order. (d) Service Recipient hereby grants to Service Provider, any Service Provider Affiliate or third party providing Services, and each of their Personnel, a non-exclusive, limited license and right, during the Term, under the Intellectual Property (other than Trademarks) of Service Recipient and its Affiliates, to use the embodiments of Intellectual Property provided by Service Recipient to Service Provider hereunder, solely to the extent necessary for the provision of the Services. (e) For the avoidance of doubt, nothing herein shall be construed as a license, assignment, or grant of any rights to either Party’s Trademarks, and Service Recipient will not use Service Provider’s or its Affiliates’ Trademark, or otherwise identify Service Provider Parties in advertising, publicity or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, such Party (on behalf of itself and its Affiliates) shall, and hereby does, perpetually and irrevocably assign to the other relevant Party or its designated Affiliate any and all such right, title, and interest throughout the world in and to such Intellectual Property and data, each case without the need for any further action by either Party or either Partyobtaining Service Provider’s Affiliates. With respect to any Intellectual Property that is jointly owned by Service Provider and Service Recipient, each Party shall (and shall cause its respective Affiliates to) execute and deliver such further documents and take such other actions as may be reasonably requested by the other Party, at such other Party’s cost, in connection with the securing, establishing, maintaining, perfecting, protecting, enforcing or defending of such Party’s rights in such jointly-owned Intellectual Property, including appearing as a party in an action or proceeding if the appearance of such Person is required for such Party’s standing to ▇▇▇prior written consent.

Ownership of Data and Intellectual Property. Except for (a) Notwithstanding anything herein to the licenses granted contrary, (i) all data created pursuant to Sections 5.2(aa Service and on behalf of the Party receiving such Service, shall be owned by such receiving Party, and (ii) all systems, technology and Intellectual Property owned by Purchaser as a result of the Transaction Agreement shall continue to be owned by Purchaser, even if such systems, technology and Intellectual Property are serviced by Seller. (b) and except as set forth in the subsequent sentences in this Section 5.2(c), as between Service Provider and its Affiliates, on the one hand, and Service Recipient and its Affiliates, on the other hand, each Party and its Affiliates shall retain and Seller shall be the sole and exclusive owner of all rightsource code and other Intellectual Property it creates (or, title and interest in and subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its Intellectual Property used performance under this Agreement, and, pursuant to the Cross-License Agreement, shall grant Purchaser a perpetual license to use the foregoing in connection with the ServicesCAM Business; provided, includingthat the foregoing perpetual license shall not apply to Trademarks, with respect to Service Provider which Purchaser shall not receive any perpetual license or other perpetual use rights. (c) Purchaser shall be the sole and its Affiliatesexclusive owner of all data, any source code and other Intellectual Property created by Service Providerit creates (or, its Affiliates or any Third Party Provider in providing subject to the Services, and no implied licenses terms of any kind are granted by either Party in connection herewith. Notwithstanding the foregoing sentenceapplicable third party contracts, all Intellectual Property has created or developed by Service Provider on its behalf) pursuant to its performance under this Agreement, and, pursuant to the Services Cross-License Agreement, shall grant Seller a perpetual license to use the foregoing in Seller’s Business; provided, that the foregoing perpetual license shall not apply to Trademarks, with respect to which Seller shall not receive any perpetual license or other perpetual use rights. (d) To the extent that Seller and Purchaser jointly create Intellectual Property hereunder, such Intellectual Property shall be owned jointly by Seller and Purchaser (with no right of accounting); provided, that no Trademarks shall be jointly owned; and provided, further, that if such Intellectual Property is derived from or otherwise based upon a Party’s Intellectual Property, only the newly created derivative Intellectual Property shall be jointly owned, and such joint ownership shall not affect the ownership of the underlying Intellectual Property. If the Parties collaborate to create any Trademarks (i) that solely relates to the Separated Businessare derived from or based upon a Party’s Intellectual Property, with respect to New News Corporation as Service Recipient, or the Remainco Business, with respect to Remainco as Service Recipient, such Trademarks shall be owned by Service Recipient, such Party and (ii) that relates to both are not derived from or based upon a Party’s Intellectual Property, the Separated Business and the Remainco Business, Parties shall be owned by Service Provider and Service Recipient jointly, without any obligation to account to the other for any fees, royalties, profits or other proceeds resulting from any sale, license or other commercial exploitation of agree in writing before such jointly owned Intellectual Property and without any requirement to obtain the consent of the other creation which party to use or otherwise exploit shall own such Intellectual Property in any manner. All data generated by Service Provider, its Affiliates or any Third Party Provider pursuant to a Service and on behalf of Service Recipient or its Affiliates will be owned by the Service Recipient or such Affiliate. To the extent that any right, title or interest in or to any Intellectual Property or data vests in a Party or its Affiliates, by operation of law or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, such Party (on behalf of itself and its Affiliates) shallTrademarks, and hereby does, perpetually and irrevocably assign to the other relevant Party or its designated Affiliate any and all such right, title, and interest throughout the world in and to such Intellectual Property and data, without the need for any further action by either Party or either Party’s Affiliates. With respect to any Intellectual Property that is jointly owned by Service Provider and Service Recipient, each Party shall (and shall cause its respective Affiliates to) execute and deliver such further documents and take such other actions as may be reasonably requested by the other Party, at such other Party’s cost, in connection with the securing, establishing, maintaining, perfecting, protecting, enforcing or defending of such Party’s rights in such jointly-owned Intellectual Property, including appearing as a party in an action or proceeding if the appearance of such Person is required for such Party’s standing to ▇▇▇therein.

Ownership of Data and Intellectual Property. Except for (a) Notwithstanding anything herein to the licenses granted contrary, (i) all data created pursuant to Sections 5.2(aa Service and on behalf of the Party receiving such Service, shall be owned by such receiving Party, and (ii) all systems, technology and Intellectual Property owned by Purchaser as a result of the Transaction Agreement shall continue to be owned by Purchaser, even if such systems, technology and Intellectual Property are serviced by Seller. (b) and except as set forth in the subsequent sentences in this Section 5.2(c), as between Service Provider and its Affiliates, on the one hand, and Service Recipient and its Affiliates, on the other hand, each Party and its Affiliates shall retain and Seller shall be the sole and exclusive owner of all rightsource code and other Intellectual Property it creates (or, title and interest in and subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its Intellectual Property used performance under this Agreement, and, pursuant to the CM Cross-License Agreement, shall grant Purchaser a perpetual license to use the foregoing in connection with the ServicesCM Business; provided, includingthat the foregoing perpetual license shall not apply to Trademarks, with respect to Service Provider which Purchaser shall not receive any perpetual license or other perpetual use rights. (c) Purchaser shall be the sole and its Affiliatesexclusive owner of all data, any source code and other Intellectual Property created by Service Providerit creates (or, its Affiliates or any Third Party Provider in providing subject to the Services, and no implied licenses terms of any kind are granted by either Party in connection herewith. Notwithstanding the foregoing sentenceapplicable third party contracts, all Intellectual Property has created or developed by Service Provider on its behalf) pursuant to its performance under this Agreement, and, pursuant to the Services CM Cross-License Agreement, shall grant Seller a perpetual license to use the foregoing in Seller’s Business; provided, that the foregoing perpetual license shall not apply to Trademarks, with respect to which Seller shall not receive any perpetual license or other perpetual use rights. (d) To the extent that Seller and Purchaser jointly create Intellectual Property hereunder, such Intellectual Property shall be owned jointly by Seller and Purchaser (with no right of accounting); provided, that no Trademarks shall be jointly owned; and provided, further, that if such Intellectual Property is derived from or otherwise based upon a Party’s Intellectual Property, only the newly created derivative Intellectual Property shall be jointly owned, and such joint ownership shall not affect the ownership of the underlying Intellectual Property. If the Parties collaborate to create any Trademarks (i) that solely relates to the Separated Businessare derived from or based upon a Party’s Intellectual Property, with respect to New News Corporation as Service Recipient, or the Remainco Business, with respect to Remainco as Service Recipient, such Trademarks shall be owned by Service Recipient, such Party and (ii) that relates to both are not derived from or based upon a Party’s Intellectual Property, the Separated Business and the Remainco Business, Parties shall be owned by Service Provider and Service Recipient jointly, without any obligation to account to the other for any fees, royalties, profits or other proceeds resulting from any sale, license or other commercial exploitation of agree in writing before such jointly owned Intellectual Property and without any requirement to obtain the consent of the other creation which party to use or otherwise exploit shall own such Intellectual Property in any manner. All data generated by Service Provider, its Affiliates or any Third Party Provider pursuant to a Service and on behalf of Service Recipient or its Affiliates will be owned by the Service Recipient or such Affiliate. To the extent that any right, title or interest in or to any Intellectual Property or data vests in a Party or its Affiliates, by operation of law or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, such Party (on behalf of itself and its Affiliates) shallTrademarks, and hereby does, perpetually and irrevocably assign to the other relevant Party or its designated Affiliate any and all such right, title, and interest throughout the world in and to such Intellectual Property and data, without the need for any further action by either Party or either Party’s Affiliates. With respect to any Intellectual Property that is jointly owned by Service Provider and Service Recipient, each Party shall (and shall cause its respective Affiliates to) execute and deliver such further documents and take such other actions as may be reasonably requested by the other Party, at such other Party’s cost, in connection with the securing, establishing, maintaining, perfecting, protecting, enforcing or defending of such Party’s rights in such jointly-owned Intellectual Property, including appearing as a party in an action or proceeding if the appearance of such Person is required for such Party’s standing to ▇▇▇therein.