Intellectual Property. As used in this Agreement, Intellectual Property means discoveries, developments, concepts, designs, ideas, know how, improvements, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. This includes, but is not limited to, any product, method, procedure, process, technique, use, system, design or configuration or improvement of any kind.
All right, title and interest, including copyright and other intellectual property rights in and to any data, information, ideas, concepts or material provided by a Customer to a Provider for use in performing services are and will remain a Customer’s property (“Customer IP”). Each Customer grants each Provider who performs services a non-exclusive, non-transferable license during the term of a Work Order to reproduce, display and perform Customer IP solely in connection with the performance of the services under such Work Order. Customer IP will be considered Confidential Information of a Customer.
Any Intellectual Property that is made by Provider (solely or jointly with others) under this Agreement or for the benefit of the Customer’s actual or proposed businesses, products, services, or research and development are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by the fees set forth in this Agreement. Any assignment of Intellectual Property includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, Moral Rights). To the extent that Moral Rights cannot be assigned under applicable law, Provider waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification.
Provider may own or hold ideas, inventions, improvements, discoveries, software design, software coding, charts, drawings, specifications, notebooks, tracings, photographs, negatives, draft or final reports, findings, recommendations, data and memoranda or other works (“Background Intellectual Property”) developed prior to the commencement of services under a Work Order. All Background Intellectual Property or Intellectual Property developed outside the scope of the services under a Work will remain such Provider. To the extent that Background Intellectual Property has been incorporated into or is embedded in the Work Product, the Provider grants to the Customer perpetual, nonexclusive, world-wide, sublicensable, royalty-free right to use, license, execute, modify, reproduce, display, perform, and prepare derivative works based on such Background Intellectual Property.