Ownership of Existing Assets

Ownership of Existing Assets


(a)            Assignment. Vendor hereby assigns to Customer all of its ownership, right, title, and interest in and to the Software, excluding patents but including, without limitation: (i) all copyrights, trademarks, and trade secrets, including all such rights that may hereafter be vested relating to the Software, arising under U.S. or any other law, together with all national, foreign, state, provincial, and common law registrations, applications for registration, and renewals and extensions thereof; (ii) all goodwill associated with the Software; and (iii) all benefits, privileges, causes of action, and remedies relating to any of the foregoing, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply for such registrations, renewals, and/or extensions, to sue for all past infringements or violations of any of the foregoing, and to settle and retain proceeds from any such actions).

(b)           License. To the extent, if any, that this Section __ does not provide Customer with full ownership, right, title, and interest in and to the Software, Vendor hereby grants Customer a perpetual, irrevocable, fully paid, royalty-free, worldwide license to reproduce, create derivative works from, distribute, publicly display, publicly perform, use, make, have made, offer for sale, sell or otherwise dispose of, and import the Software, with the right to sublicense each and every such right.

(c)            Moral Rights. In addition to the foregoing transfers and allocations of rights, Vendor hereby irrevocably transfers and assigns to Customer any and all “moral rights” Vendor may have in or with respect to the Software. Vendor also hereby forever waives and agrees never to assert any moral rights with respect to the Software. “Moral rights” include any rights to claim authorship of or credit on a work of authorship, to object to or prevent the modification or destruction of a work of authorship, or to withdraw from circulation or control the publication or distribution of a work of authorship, and any similar right, existing under judicial or statutory law of any country or subdivision of a country, or under any treaty, regardless of whether or not such right is described as a “moral right.”

(d)           Further Assistance. Vendor shall help Customer obtain and enforce copyrights and other legal protections for the Software in any and all jurisdictions throughout the world. Vendor shall execute any documents Customer reasonably requests for use in obtaining or enforcing such rights and protections. Customer shall compensate Vendor at a reasonable rate for time and expenses spent at Customer’s request pursuant to this Subsection __(d). Vendor hereby appoints Customer or its designated representative as Vendor’s ­attorney-in-fact to execute documents on Vendor’s behalf for the purposes set forth in this Subsection __(d).

(e)            Survival. The rights and obligations of this Section __ will survive any termination or expiration of this Agreement.