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

Ownership of Data and Intellectual Property. (a) Notwithstanding anything contained herein to the contrary, (i) all data created pursuant to a 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 Banco de Chile or Citi, as applicable, as a result of the Asset Purchase Agreement shall continue to be owned by Banco de Chile or Citi, as applicable, even if such systems, technology and Intellectual Property are serviced by Citi or Banco de Chile, as applicable. (b) Citi shall be the sole and exclusive owner of all rights, title and interest in the data, source code and other Intellectual Property it creates (or, subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its performance under this Agreement, including any modification, enhancement, or derivative work of any Citi Intellectual Property. To the extent that such Intellectual Property is to be used or accessed by Banco de Chile as part of the Citi Services hereunder, Citi shall grant Banco de Chile a non-exclusive license or right of access, as applicable, during the Term, to use the foregoing in the Banco de Chile Business subject to the terms and conditions applicable to such Citi Services hereunder, or as Citi and Banco de Chile may otherwise agree in writing on a case-by-case basis. For the avoidance of doubt, if Banco de Chile requests, commissions or otherwise suggests new features or functionality that Citi, at its sole discretion, creates or adopts for any Citi Service or Citi Intellectual Property, or if Citi otherwise produces materials, including but not limited to applications, new services or Additional Services at Banco de Chile’s request, any and all of the foregoing, including all Intellectual Property rights associated therewith will be the sole and exclusive property of Citi. (c) This Agreement grants no express or implied license, right or interest in or to any copyright, patent, trade secret, trademark, invention or other intellectual property right of Citi other than the express licenses and rights set forth in this ARTICLE VII and Schedule 2.1(a).4 hereto. Banco de Chile shall not encumber or suffer to exist any lien or security interest on any Intellectual Property owned by Citi, nor shall Banco de Chile take any action that would cause any Intellectual Property owned by Citi to be placed in the public domain. Banco de Chile shall not remove, or allow (through act or omission) to be removed, any copyright, trade secret or other proprietary rights notice from any Intellectual Property owned by Citi. Banco de Chile shall take any actions reasonably requested by Citi, at Citi’s expense, to perfect and protect Citi’s right, title, and interest acknowledged and agreed to in this ARTICLE VII. (d) Banco de Chile shall be the sole and exclusive owner of all rights, title and interest in the data, source code and other Intellectual Property it creates (or, subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its performance under this Agreement, including any modification, enhancement, or derivative work of any Banco de Chile Intellectual Property. To the extent that such Intellectual Property is to be used or accessed by Citi as part of the Banco de Chile Services hereunder, Banco de Chile shall grant Citi a non-exclusive license or right of access, as applicable, during the Term, to use the foregoing in the Citi Business subject to the terms and conditions applicable to such Banco de Chile Services hereunder, or as Banco de Chile and Citi may otherwise agree in writing on a case-by-case basis. For the avoidance of doubt, if Citi requests, commissions or otherwise suggests new features or functionality that Banco de Chile, at its sole discretion, creates or adopts for any Banco de Chile Service or Banco de Chile Intellectual Property, such new features or functionality will be the sole and exclusive property of Banco de Chile. (e) This Agreement grants no express or implied license, right or interest in or to any copyright, patent, trade secret, trademark, invention or other intellectual property right of Banco de Chile other than the express licenses and rights set forth in this ARTICLE VII and Schedule 2.2(a).3 hereto. Citi shall not encumber or suffer to exist any lien or security interest on any Intellectual Property owned by Banco de Chile, nor shall Citi take any action that would cause any Intellectual Property owned by Banco de Chile to be placed in the public domain. Citi shall not remove, or allow (through act or omission) to be removed, any copyright, trade secret or other proprietary rights notice from any Intellectual Property owned by Banco de Chile. Citi shall take any actions reasonably requested by ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇’s expense, to perfect and protect Banco de Chile’s right, title, and interest acknowledged and agreed to in this ARTICLE VII. (f) Except as provided in the Trademark License Agreement, to the extent that Citi and Banco de Chile jointly create Intellectual Property hereunder, such Intellectual Property shall be owned jointly by Citi and Banco de Chile (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 are derived from or based upon a Party’s Intellectual Property, such Trademarks shall be owned by such Party and (ii) that are not derived from or based upon a Party’s Intellectual Property, the Parties shall agree in writing before such creation which Party shall own such Trademarks, and the other Party’s rights therein.

Ownership of Data and Intellectual Property. (a) Notwithstanding anything contained herein to the contrary, (i) all data created pursuant to a 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 Banco de Chile or Citi, as applicable, as a result of the Asset Purchase Agreement shall continue to be owned by Banco de Chile or Citi, as applicable, even if such systems, technology and Intellectual Property are serviced by Citi or Banco de Chile, as applicable. (b) Citi shall be the sole and exclusive owner of all rights, title and interest in the data, source code and other Intellectual Property it creates (or, subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its performance under this Agreement, including any modification, enhancement, or derivative work of any Citi Intellectual Property. To the extent that such Intellectual Property is to be used or accessed by Banco de Chile as part of the Citi Services hereunder, Citi shall grant Banco de Chile a non-exclusive license or right of access, as applicable, during the Term, to use the foregoing in the Banco de Chile Business subject to the terms and conditions applicable to such Citi Services hereunder, or as Citi and Banco de Chile may otherwise agree in writing on a case-by-case basis. For the avoidance of doubt, if Banco de Chile requests, commissions or otherwise suggests new features or functionality that Citi, at its sole discretion, creates or adopts for any Citi Service or Citi Intellectual Property, or if Citi otherwise produces materials, including but not limited to applications, new services or Additional Services at Banco de Chile’s request, any and all of the foregoing, including all Intellectual Property rights associated therewith will be the sole and exclusive property of Citi. (c) This Agreement grants no express or implied license, right or interest in or to any copyright, patent, trade secret, trademark, invention or other intellectual property right of Citi other than the express licenses and rights set forth in this ARTICLE VII and Schedule 2.1(a).4 heretoVII. Banco de Chile shall not encumber or suffer to exist any lien or security interest on any Intellectual Property owned by Citi, nor shall Banco de Chile take any action that would cause any Intellectual Property owned by Citi to be placed in the public domain. Banco de Chile shall not remove, or allow (through act or omission) to be removed, any copyright, trade secret or other proprietary rights notice from any Intellectual Property owned by Citi. Banco de Chile shall take any actions reasonably requested by Citi, at Citi’s expense, to perfect and protect Citi’s right, title, and interest acknowledged and agreed to in this ARTICLE VII. (d) Banco de Chile shall be the sole and exclusive owner of all rights, title and interest in the data, source code and other Intellectual Property it creates (or, subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its performance under this Agreement, including any modification, enhancement, or derivative work of any Banco de Chile Intellectual Property. To the extent that such Intellectual Property is to be used or accessed by Citi as part of the Banco de Chile Services hereunder, Banco de Chile shall grant Citi a non-exclusive license or right of access, as applicable, during the Term, to use the foregoing in the Citi Business subject to the terms and conditions applicable to such Banco de Chile Services hereunder, or as Banco de Chile and Citi may otherwise agree in writing on a case-by-case basis. For the avoidance of doubt, if Citi requests, commissions or otherwise suggests new features or functionality that Banco de Chile, at its sole discretion, creates or adopts for any Banco de Chile Service or Banco de Chile Intellectual Property, such new features or functionality will be the sole and exclusive property of Banco de Chile. (e) This Agreement grants no express or implied license, right or interest in or to any copyright, patent, trade secret, trademark, invention or other intellectual property right of Banco de Chile other than the express licenses and rights set forth in this ARTICLE VII and Schedule 2.2(a).3 2.2(a)(1) hereto. Citi shall not encumber or suffer to exist any lien or security interest on any Intellectual Property owned by Banco de Chile, nor shall Citi take any action that would cause any Intellectual Property owned by Banco de Chile to be placed in the public domain. Citi shall not remove, or allow (through act or omission) to be removed, any copyright, trade secret or other proprietary rights notice from any Intellectual Property owned by Banco de Chile. Citi shall take any actions reasonably requested by ▇▇▇▇▇ ▇▇ ▇▇▇▇▇Banco de Chile, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇at Banco de Chile’s expense, to perfect and protect Banco de Chile’s right, title, and interest acknowledged and agreed to in this ARTICLE VII. (f) Except as provided in the Trademark License Agreement, to the extent that Citi and Banco de Chile jointly create Intellectual Property hereunder, such Intellectual Property shall be owned jointly by Citi and Banco de Chile (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 are derived from or based upon a Party’s Intellectual Property, such Trademarks shall be owned by such Party and (ii) that are not derived from or based upon a Party’s Intellectual Property, the Parties shall agree in writing before such creation which Party shall own such Trademarks, and the other Party’s rights therein.

Ownership of Data and Intellectual Property. (a) Notwithstanding anything contained herein to the contrary, (i) all data created pursuant to a 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 Banco de Chile or Citi, as applicable, as a result of the Asset Purchase Agreement shall continue to be owned by Banco de Chile or Citi, as applicable, even if such systems, technology and Intellectual Property are serviced by Citi or Banco de Chile, as applicable. (b) Citi shall be the sole and exclusive owner of all rights, title and interest in the data, source code and other Intellectual Property it creates (or, subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its performance under this Agreement, including any modification, enhancement, or derivative work of any Citi Intellectual Property. To the extent that such Intellectual Property is to be used or accessed by Banco de Chile as part of the Citi Services hereunder, Citi shall grant Banco de Chile a non-exclusive license or right of access, as applicable, during the Term, to use the foregoing in the Banco de Chile Business subject to the terms and conditions applicable to such Citi Services hereunder, or as Citi and Banco de Chile may otherwise agree in writing on a case-by-case basis. For the avoidance of doubt, if Banco de Chile requests, commissions or otherwise suggests new features or functionality that Citi, at its sole discretion, creates or adopts for any Citi Service or Citi Intellectual Property, or if Citi otherwise produces materials, including but not limited to applications, new services or Additional Services at Banco de Chile’s request, any and all of the foregoing, including all Intellectual Property rights associated therewith will be the sole and exclusive property of Citi. (c) This Agreement grants no express or implied license, right or interest in or to any copyright, patent, trade secret, trademark, invention or other intellectual property right of Citi other than the express licenses and rights set forth in this ARTICLE VII and Schedule 2.1(a).4 heretoArticle VII. Banco de Chile shall not encumber or suffer to exist any lien or security interest on any Intellectual Property owned by Citi, nor shall Banco de Chile take any action that would cause any Intellectual Property owned by Citi to be placed in the public domain. Banco de Chile shall not remove, or allow (through act or omission) to be removed, any copyright, trade secret or other proprietary rights notice from any Intellectual Property owned by Citi. Banco de Chile shall take any actions reasonably requested by Citi, at Citi’s expense, to perfect and protect Citi’s right, title, and interest acknowledged and agreed to in this ARTICLE Article VII. (d) Banco de Chile shall be the sole and exclusive owner of all rights, title and interest in the data, source code and other Intellectual Property it creates (or, subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its performance under this Agreement, including any modification, enhancement, or derivative work of any Banco de Chile Intellectual Property. To the extent that such Intellectual Property is to be used or accessed by Citi as part of the Banco de Chile Services hereunder, Banco de Chile shall grant Citi a non-exclusive license or right of access, as applicable, during the Term, to use the foregoing in the Citi Business subject to the terms and conditions applicable to such Banco de Chile Services hereunder, or as Banco de Chile and Citi may otherwise agree in writing on a case-by-case basis. For the avoidance of doubt, if Citi requests, commissions or otherwise suggests new features or functionality that Banco de Chile, at its sole discretion, creates or adopts for any Banco de Chile Service or Banco de Chile Intellectual Property, such new features or functionality will be the sole and exclusive property of Banco de Chile. (e) This Agreement grants no express or implied license, right or interest in or to any copyright, patent, trade secret, trademark, invention or other intellectual property right of Banco de Chile other than the express licenses and rights set forth in this ARTICLE Article VII and Schedule 2.2(a).3 hereto. Citi shall not encumber or suffer to exist any lien or security interest on any Intellectual Property owned by Banco de Chile, nor shall Citi take any action that would cause any Intellectual Property owned by Banco de Chile to be placed in the public domain. Citi shall not remove, or allow (through act or omission) to be removed, any copyright, trade secret or other proprietary rights notice from any Intellectual Property owned by Banco de Chile. Citi shall take any actions reasonably requested by ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇’s expense, to perfect and protect Banco de Chile’s right, title, and interest acknowledged and agreed to in this ARTICLE Article VII. (f) Except as provided in the Trademark License Agreement, to the extent that Citi and Banco de Chile jointly create Intellectual Property hereunder, such Intellectual Property shall be owned jointly by Citi and Banco de Chile (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 are derived from or based upon a Party’s Intellectual Property, such Trademarks shall be owned by such Party and (ii) that are not derived from or based upon a Party’s Intellectual Property, the Parties shall agree in writing before such creation which Party shall own such Trademarks, and the other Party’s rights therein.

Ownership of Data and Intellectual Property. (a) Notwithstanding anything contained herein to the contrary, (i) all data created pursuant to a 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 Banco de Chile or Citi, as applicable, as a result of the Asset Purchase Agreement shall continue to be owned by Banco de Chile or Citi, as applicable, even if such systems, technology and Intellectual Property are serviced by Citi or Banco de Chile, as applicable. (b) Citi shall be the sole and exclusive owner of all rights, title and interest in the data, source code and other Intellectual Property it creates (or, subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its performance under this Agreement, including any modification, enhancement, or derivative work of any Citi Intellectual Property. To the extent that such Intellectual Property is to be used or accessed by Banco de Chile as part of the Citi Services hereunder, Citi shall grant Banco de Chile a non-exclusive license or right of access, as applicable, during the Term, to use the foregoing in the Banco de Chile Business subject to the terms and conditions applicable to such Citi Services hereunder, or as Citi and Banco de Chile may otherwise agree in writing on a case-by-case basis. For the avoidance of doubt, if Banco de Chile requests, commissions or otherwise suggests new features or functionality that Citi, at its sole discretion, creates or adopts for any Citi Service or Citi Intellectual Property, or if Citi otherwise produces materials, including but not limited to applications, new services or Additional Services at Banco de Chile’s request, any and all of the foregoing, including all Intellectual Property rights associated therewith will be the sole and exclusive property of Citi. (c) This Agreement grants no express or implied license, right or interest in or to any copyright, patent, trade secret, trademark, invention or other intellectual property right of Citi other than the express licenses and rights set forth in this ARTICLE VII and Schedule 2.1(a).4 heretoVII. Banco de Chile shall not encumber or suffer to exist any lien or security interest on any Intellectual Property owned by Citi, nor shall Banco de Chile take any action that would cause any Intellectual Property owned by Citi to be placed in the public domain. Banco de Chile shall not remove, or allow (through act or omission) to be removed, any copyright, trade secret or other proprietary rights notice from any Intellectual Property owned by Citi. Banco de Chile shall take any actions reasonably requested by Citi, at Citi’s expense, to perfect and protect Citi’s right, title, and interest acknowledged and agreed to in this ARTICLE VII. (d) Banco de Chile shall be the sole and exclusive owner of all rights, title and interest in the data, source code and other Intellectual Property it creates (or, subject to the terms of any applicable third party contracts, has created on its behalf) pursuant to its performance under this Agreement, including any modification, enhancement, or derivative work of any Banco de Chile Intellectual Property. To the extent that such Intellectual Property is to be used or accessed by Citi as part of the Banco de Chile Services hereunder, Banco de Chile shall grant Citi a non-exclusive license or right of access, as applicable, during the Term, to use the foregoing in the Citi Business subject to the terms and conditions applicable to such Banco de Chile Services hereunder, or as Banco de Chile and Citi may otherwise agree in writing on a case-by-case basis. For the avoidance of doubt, if Citi requests, commissions or otherwise suggests new features or functionality that Banco de Chile, at its sole discretion, creates or adopts for any Banco de Chile Service or Banco de Chile Intellectual Property, such new features or functionality will be the sole and exclusive property of Banco de Chile. (e) This Agreement grants no express or implied license, right or interest in or to any copyright, patent, trade secret, trademark, invention or other intellectual property right of Banco de Chile other than the express licenses and rights set forth in this ARTICLE VII and Schedule 2.2(a).3 hereto. Citi shall not encumber or suffer to exist any lien or security interest on any Intellectual Property owned by Banco de Chile, nor shall Citi take any action that would cause any Intellectual Property owned by Banco de Chile to be placed in the public domain. Citi shall not remove, or allow (through act or omission) to be removed, any copyright, trade secret or other proprietary rights notice from any Intellectual Property owned by Banco de Chile. Citi shall take any actions reasonably requested by ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇’s expense, to perfect and protect Banco de Chile’s right, title, and interest acknowledged and agreed to in this ARTICLE VII. (f) Except as provided in the Trademark License Agreement, to the extent that Citi and Banco de Chile jointly create Intellectual Property hereunder, such Intellectual Property shall be owned jointly by Citi and Banco de Chile (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 are derived from or based upon a Party’s Intellectual Property, such Trademarks shall be owned by such Party and (ii) that are not derived from or based upon a Party’s Intellectual Property, the Parties shall agree in writing before such creation which Party shall own such Trademarks, and the other Party’s rights therein.