Work Product and Intellectual Property. Service Provider acknowledges that any and all writings, documents, designs, data and other materials that Service Provider makes, conceives or develops at any time as a result of Service Provider’s performance of the Services may be utilized by the Company to the extent necessary to receive and use the Services hereunder. Each Party shall retain the entire right, title and interest in and to intellectual property and other proprietary information that existed prior to, or are created independently of the performance of the Services. Each of the Parties acknowledge and agree that the Company shall be the sole and exclusive owner of any right, title, license or other interest in or to the intellectual property set forth in Schedule B attached hereto (collectively, the “Company IP”) and Service Provider hereby assigns to the Company any and all of Service Provider’s right, title and interest in and to the Company IP, to the extent Service Provider has any. In addition, the Company shall be the sole and exclusive owner of any right, title, license or other interest in or to, Transition IP solely to the extent exclusively related to the business of the Company. Except for the Company IP and as set forth in the preceding sentence, Service Provider shall be the sole and exclusive owner of any right, title, license or other interest in or to, all Transition IP, and, for the avoidance of doubt, no such items shall be considered a work made for hire within the meaning of Title 17 of the United States Code. For purpose of this Agreement, “Transition IP” shall mean any copyrights, patents, trade secrets and other intellectual property rights to the extent developed, created, modified, or improved, or used or relied upon, by Service Provider or its affiliates or third party contractors in connection with the Services or the performance of Service Provider’s obligations hereunder.
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Work Product and Intellectual Property. Service Provider acknowledges that any and all writings, documents, designs, data and other materials that Service Provider makes, conceives or develops at any time as a result of Service Provider’s performance of the Services may be utilized by the Company Service Recipient to the extent necessary to receive and use the Services hereunder. Each Party shall retain the entire any and all right, title and interest in and to any intellectual property and other proprietary information that existed it held prior to, or are created that it acquires independently of the of, its performance of the Services. Each In addition, each Party shall be the sole and exclusive owner of any right, title, license or other interest in or to any Parent IP or Company IP to the Parties acknowledge extent that such Parent IP or Company IP is exclusively related to the business of such Party. Except as set forth in the preceding sentence, Parent shall be the sole and agree that exclusive owner of any right, title, license or other interest in or to all Parent IP and the Company shall be the sole and exclusive owner of any right, title, license or other interest in or to the intellectual property set forth in Schedule B attached hereto (collectively, the “Company IP”) and Service Provider hereby assigns to the Company any and all of Service Provider’s right, title and interest in and to the Company IP, to the extent Service Provider has any. In addition, the Company shall be the sole and exclusive owner of any right, title, license or other interest in or to, Transition IP solely to the extent exclusively related to the business of the Company. Except for the Company IP and as set forth in the preceding sentence, Service Provider shall be the sole and exclusive owner of any right, title, license or other interest in or to, all Transition IP, (and, for the avoidance of doubt, no such items shall be considered a work made for hire within the meaning of Title 17 of the United States Code). For purpose of this Agreement, “Transition Parent IP” shall mean any copyrights, patents, trade secrets and other intellectual property rights to the extent developed, created, modified, modified or improved, or used or relied upon, improved by Service Provider Parent or its affiliates or third party contractors in connection with providing the Parent Services and “Company IP” shall mean any copyrights, patents, trade secrets and other intellectual property rights to the extent developed, created, modified or improved by the performance of Service Provider’s obligations hereunderCompany or its affiliates or third party contractors in connection with providing the Company Services.
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Sources: Transition Services Agreement (Virgin Trains USA LLC)