Ownership of IP Rights in Deliverables: Limited Transfer

Effective upon full payment pursuant to Section __ (Fees), and subject to Subsection __(a) below (Independent Assets), Provider hereby assigns to Customer all Provider’s ownership, right, title, and interest in and to any and all copyrights in Deliverables.

(a) Independent Assets. The assignment in the preceding sentence does not include any component of the Deliverables created before the Effective Date or otherwise independent of this Agreement (collectively, any “Independent Asset”).

(b) License. To the extent that this Section __ does not provide Customer with full ownership, right, title, and interest in and to the Deliverables, including without limitation Independent Assets, Provider 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 Deliverables, with the right to sublicense each and every such right; provided Customer may not: (i) reproduce or use Independent Assets other than as components of the Deliverables, (ii) distribute Independent Assets, or (iii) sublicense any rights in Independent Assets to third parties other than in support of Customer’s internal business operations. Provider grants the license in this Subsection __ under copyright and also, solely to the extent necessary to exercise such rights, under patent and any other applicable intellectual property rights.

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