Common use of Ownership of New Inventions Clause in Contracts

Ownership of New Inventions. (a) All materials, documents, information, programs and Intellectual Property provided to ▇▇▇▇▇▇ by Client or on behalf of Client in connection with the performance of the Services shall be the exclusive property of Client. ▇▇▇▇▇▇ will have no rights of ownership, registration or independent use with regard to (i) the Specifications provided by Client, (ii) any manufacturing processes or technology provided by Client to ▇▇▇▇▇▇ for use in the manufacture of the Client Product, or (iii) any other Client Existing Intellectual Property. (b) As between the Parties, Client shall own all right, title, and interest in and to any Intellectual Property, including without limitation any Invention, that is created, conceived and reduced to practice, arising from or as a result of the performance of Services under this Agreement and/or any Change in Scope(s) (i) to the extent they are specific to Client Product or (ii) are derived from Client’s Confidential Information (“Client Inventions”). For clarity, ▇▇▇▇▇▇ shall retain Inventions made by it or its agents in the performance of Services, to the extent (1) generally applicable to products and services offered by ▇▇▇▇▇▇ and (2) not derived from Client’s Confidential Information; provided, however, ▇▇▇▇▇▇ hereby grants Client a perpetual, non-exclusive, irrevocable, royalty-free sublicensable license to such Inventions solely for the purposes of manufacturing the Client Products, including having the Client Products manufactured by a third party. Any copyrightable work that is a deliverable under this Agreement shall be considered work made for hire, whether published or unpublished, and all rights therein shall be the property of Client as author and owner of copyright in such particular work. ▇▇▇▇▇▇ shall promptly report and assign to Client all rights, title and interest in such works and all Client Inventions. (c) ▇▇▇▇▇▇ represents and warrants that all services personnel who shall perform Services under this Agreement have agreed or shall agree to assign to ▇▇▇▇▇▇ all Client Inventions made by such individual in the performance of this Agreement, as well as all rights, title and interests therein. If Client desires to file patent applications or other submissions on any Client Inventions, it shall do so at its own expense, and those persons participating in the discovery shall, if requested by Client to do so, assist in the preparation of such patent application or other submissions for which reasonable time and expenses incurred shall be paid by Client.