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or pilot will not be perpetual, but will be limited to the period of such trial or pilot, or (ii) includes the
<br />purchase of a license to use a SADA proprietary product for a specific period of time, Client's
<br />license to use such product will not be perpetual, but will be limited to the period set forth in the
<br />applicable Statement of Work.
<br />(B) Nothing in this Section will be construed to grant Client any right to separate SADA IP from the
<br />deliverable into which it is incorporated and Client will not (and will not knowingly allow any third
<br />party to) adapt, modify, translate, reverse engineer, decompile, disassemble or attempt to decode
<br />or disassemble any source code or underlying algorithms of any SADA IP or part thereof. Client
<br />will not sell, rent, lease, sublease, license, lend, market or commercially exploit such SADA IP or
<br />use SADA IF for the benefit of any party not contemplated by the applicable executed Statement
<br />of Work, or assign or transfer any rights with respect to SADA IP granted under this Agreement
<br />(except as contemplated in Section 14.2).
<br />(C) For purposes of this Agreement, "SADA IP" means (i) software, code, and tools, (ii) processes,
<br />procedures and methodologies, (iii) formulas, templates and formats, and (iv) documents and other
<br />written materials, whether proprietary to SADA or licensed to SADA from third parties (other than
<br />Client or its affiliates) that are used to provide the Services, together, in each case, with any
<br />modifications or enhancements thereto and derivative works based thereon. Client acknowledges
<br />and agrees that with respect to any SADA IP licensed to SADA from third parties, any rights granted
<br />to Client hereunder or under any executed Statement of Work, will be subject to all restrictions set
<br />forth in the applicable third party agreements.
<br />5.3 Developed Property and Works for Hire. Subject to Section 5.2, SADA acknowledges and
<br />agrees that Client will have all right, title and interest in and to all Developed Property (as defined below)
<br />developed while providing the Services. All Developed Property developed under this Agreement in
<br />accordance with the terms of an executed Statement of Work will be deemed to be "works for hire." To the
<br />extent any Developed Property is not deemed "works for hire" by operation of law, SADA hereby irrevocably
<br />assigns, transfers and conveys to Client, without further consideration, all of its right, title and interest in
<br />and to such Developed Property (including all patent, copyright, trademark, trade secret and other
<br />intellectual property and proprietary rights). SADA will execute any documents or take any other actions as
<br />may be reasonably necessary, or as Client may reasonably request, to perfect the ownership rights defined
<br />in this Section. For purposes of this Agreement, "Developed Property" means intellectual property
<br />generated or developed specifically for Client by SADA under an executed Statement of Work and paid for
<br />by Client. To qualify as Developed Property under this Agreement, such intellectual property must be
<br />explicitly and specifically called out in an executed Statement of Work and such executed Statement of
<br />Work must include a written acknowledgement by SADA that the Parties intend to transfer the rights to
<br />such intellectual property to Client upon payment by Client.
<br />5.4 Residual Knowledge. Nothing in this Agreement will restrict a Party from using Services -related
<br />ideas, concepts, know-how, methodologies, processes, technologies, algorithms or techniques that are
<br />general in nature and retained in the unaided mental impressions of the Party's personnel, which either
<br />Party, individually or jointly, develops or discloses under this Agreement; provided that, in doing so, each
<br />Party does not breach its obligations under Article 7 or infringe the intellectual property rights of the other
<br />Party or third parties who have licensed or provided materials to the other Party. The Parties acknowledge
<br />SADA has the right to: (A) provide consulting or other services of any kind or nature to any person or entity
<br />as SADA, in its sole discretion, deems appropriate, and (B) use any works of authorship or other intellectual
<br />property included in the deliverables (other than Developed Property, if any) to develop for itself, or for
<br />others, materials or processes similar to those contemplated or produced under this Agreement.
<br />6. CHARGES AND INVOICES
<br />6.1 General. Subject to the provisions of this Agreement, Client will pay SADA the fees set forth in
<br />each executed Statement of Work (including any Change Orders thereto).
<br />6.2 Reimbursement of Expenses. Subject to the terms and limitations of each respective Statement
<br />of Work under which SADA performs services for Client, Client agrees to reimburse SADA for costs and
<br />expenses incurred in connection with SADA's performance of the Services, including any copy and delivery
<br />SADA Master Professional Services Agreement 4
<br />Version 4.26.17
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