Common use of PROPRIETARY NATURE OF PRODUCTS AND OWNERSHIP Clause in Contracts

PROPRIETARY NATURE OF PRODUCTS AND OWNERSHIP. No title to or ownership of software licensed under this Agreement or proprietary technology in hardware acquired under this Agreement is transferred to Media 100. Notwithstanding any provision of this Agreement to the contrary, Supplier, or the licensor through which Supplier obtained the rights to distribute the Supplier Product, owns and retains all title and ownership of all intellectual property rights in the Supplier Product, including all software, firmware, software master diskettes, copies of software, master diskettes, documentation and related materials that are acquired, produced or shipped by Supplier under this Agreement, and all modifications to and derivative works of software acquired under this Agreement that are made by Supplier or any third party (other than on behalf of Media 100). Supplier does not transfer any portion of such title and ownership, or any of the associated goodwill, to Media 100. Supplier shall own all Derivative Works of the Supplier Product produced or created by or on behalf of Media 100 provided that Supplier shall have no rights independently to market or sublicense any Derivative Works created by Media 100 without Media 100's prior written approval. Media 100 shall have rights to use such Derivative Works subject to the terms and conditions of this Agreement.