Rights to Developments. a) As between the parties, Client will own all reports and other materials delivered as part of or in the course of providing Services (“Work Product(s)”) and all rights therein, including all copyrights in works of authorship created by its employees or subcontractors in rendering that performance. COHESIVE will respect all intellectual property rights that Client establishes and maintains in Work Products delivered hereunder. COHESIVE will not use, exploit, develop, transfer or licence any COHESIVE or any other IPR belonging to, or provided to COHESIVE by, the Client for any purpose other than fulfilling its obligations to the Client under this Agreement. b) Client shall own all rights to all new or original work created by Client, including without limitation any programs, code, data, software, or interfaces. Client hereby grants COHESIVE a license to use such work(s) solely for the purpose and to the extent necessary for COHESIVE to provide Services hereunder or to discharge its obligations under Section 10 below. COHESIVE shall acquire no right, title or interest in any of the trademarks, trade secrets, patents or copyrights belonging to Client. c) It is mutually acknowledged that, during the normal course of its dealings with Client and the Services, COHESIVE and its personnel and agents may become acquainted with ideas, concepts, know-how, methods, techniques, processes, skills, and adaptations pertaining to the Services. Notwithstanding anything in this Agreement to the contrary, and regardless of any termination of this Agreement, COHESIVE shall be entitled to use, disclose, and otherwise employ any ideas, concepts, know-how, methods, techniques, processes, and skills, adaptations, including generalized features of the sequence, structure, and organization of any works of authorship, in conducting its business (including providing services or creating programming or materials for other customers), and Client shall not assert against COHESIVE or its personnel any prohibition or restraint from so doing.
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Sources: Terms and Conditions of Sale, Consulting Services Agreement, Consulting Services Agreement