Common use of Ownership of Manager Clause in Contracts

Ownership of Manager. Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to Wingstop Franchisor. Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by Wingstop Franchisor. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized 12 by Trademarks included therein) to Wingstop Franchisor. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to Wingstop Franchisor shall include rights to use third-party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to Wingstop Franchisor. All applications to register Manager-Developed IP shall be filed in the name of Wingstop Franchisor. (ii) The Manager agrees to cooperate in good faith with Wingstop Franchisor for the purpose of securing and preserving Wingstop Franchisor’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at Wingstop Franchisor’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry Wingstop Franchisor’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by Wingstop Franchisor. The Manager hereby appoints Wingstop Franchisor as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following Wingstop Franchisor’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager. Developed IP. (i) The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed Manager‑Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to Wingstop the Franchisor. Any copyrightable material included in such Manager-Developed Manager‑Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in under applicable copyright law (including within the meaning of Section 101 of the U.S. Copyright Act of 1976, as amended, ) and owned by Wingstop the Franchisor. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed and to all Manager‑Developed IP (and all goodwill connected with the use of and symbolized 12 by Trademarks included therein) to Wingstop the Franchisor. Notwithstanding the foregoing, the Manager-Developed Manager‑Developed IP to be transferred to Wingstop the Franchisor shall include rights to use third-third party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to Wingstop the Franchisor. All applications to register Manager-Developed Manager‑Developed IP shall be filed in the name of Wingstop the Franchisor. (ii) The Manager agrees to cooperate in good faith with Wingstop the Franchisor for the purpose of securing and preserving Wingstop the Franchisor’s rights in and to the applicable Manager-Developed Manager‑Developed IP, including executing any documents and taking any actions, at Wingstop the Franchisor’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry Wingstop the Franchisor’s sole legal title in and to such Manager-Developed IPManager‑Developed IP (as described in Section 2.1(c)(i)), it being acknowledged and agreed that any expenses in connection therewith shall be paid by Wingstop the Franchisor. The Manager hereby appoints Wingstop the Franchisor (with respect to the Securitization IP) as its attorney-in-fact attorney‑in‑fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following Wingstop the Franchisor’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.

Ownership of Manager. Developed IP. (i) . The Manager acknowledges and agrees that all Securitization IP, including any Manager-Developed IP arising during the Term, shall, as between the parties, be owned by and inure exclusively to Wingstop FranchisorIP Holder. Any copyrightable material included in such Manager-Developed IP shall, to the fullest extent allowed by law, be considered a “work made for hire” as that term is defined in Section 101 of the U.S. Copyright Act of 1976, as amended, and owned by Wingstop FranchisorIP Holder. The Manager hereby irrevocably assigns and transfers, without further consideration, all right, title and interest in such Manager-Developed IP (and all goodwill connected with the use of and symbolized 12 by Trademarks included therein) to Wingstop FranchisorIP Holder. Notwithstanding the foregoing, the Manager-Developed IP to be transferred to Wingstop Franchisor IP Holder shall include rights to use third-party Intellectual Property only to the extent (but to the fullest extent) that such rights are assignable or sublicensable to Wingstop FranchisorIP Holder. All applications to register Manager-Developed IP shall be filed in the name of Wingstop Franchisor. (ii) IP Holder. The Manager agrees to cooperate in good faith with Wingstop Franchisor IP Holder for the purpose of securing and preserving Wingstop FranchisorIP Holder’s rights in and to the applicable Manager-Developed IP, including executing any documents and taking any actions, at Wingstop FranchisorIP Holder’s reasonable request, or as deemed necessary or advisable by the Manager, to confirm, file and record in any appropriate registry Wingstop FranchisorIP Holder’s sole legal title in and to such Manager-Developed IP, it being acknowledged and agreed that any expenses in connection therewith shall be paid by Wingstop FranchisorIP Holder. The Manager hereby appoints Wingstop Franchisor IP Holder as its attorney-in-fact authorized to execute such documents in the event that Manager fails to execute the same within twenty (20) days following Wingstop FranchisorIP Holder’s written request to do so (it being understood that such appointment is a power coupled with an interest and therefore irrevocable) with full power of substitution and delegation.