Ownership of Work Product: Limited Transfer

Ownership of Work Product: Limited Transfer


Effective upon full payment pursuant to Section __ (Fees), and subject to Subsection __(a) below (Preexisting Assets), Vendor hereby assigns to Customer all Vendor’s ownership, right, title, and interest in and to any and all copyrights in the software and other assets listed on Attachment __ (Deliverables) or otherwise created pursuant to this Agreement (collectively, the “Work Product”).

(a)            Preexisting Assets. The assignment in the preceding sentence does not include any component of the Work Product created before the Effective Date (any “Preexisting Asset”).

(b)            License. To the extent that this Section __ does not provide Customer with full ownership, right, title, and interest in and to the Work Product, including without limitation Preexisting Assets, Vendor hereby grants Customer a perpetual, irrevocable, fully paid, royalty-free, worldwide license to reproduce, create derivative works from, distribute, publicly display, publicly perform, and use the Work Product, with the right to sublicense each and every such right; provided Customer may not: (i) reproduce or use Preexisting Assets other than as components of the Work Product, (ii) distribute Preexisting Assets, or (iii) sublicense any rights in Preexisting Assets to third parties other than in support of Customer’s internal business operations.

(c)             Further Assistance & Survival. Vendor shall reasonably assist Customer in obtaining and enforcing copyrights in the Work Product, at Customer’s expense. The rights granted in this Section __ will survive any termination or expiration of this Agreement or of Vendor’s engagement with Customer.