|
non -disclosure with regard to Confidential Information are effective as of the Effective Date and will expire
<br />five (5) years from the date first disclosed to Licensee; provided, however, with respect to any Confidential
<br />Information that constitutes a trade secret (as determined under applicable law), such obligations of non-
<br />disclosure will survive the termination or expiration of this Agreement for as long as such Confidential
<br />Information remains subject to trade secret protection under applicable law.
<br />7. Intellectual Proncllv Ownershin. Feedback.
<br />(a) fwwnership. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right,
<br />title, and interest, including all intellectual property rights, in and to the Software, Documentation and
<br />any and all Modifications, and, with respect to Third -Party Products and Systems, the applicable third -
<br />party licensors own all right, title and interest, including all intellectual property rights, in and to the
<br />Third -Party Products and Systems.
<br />(b) Ass 'wr Li nt. Licensee hereby unconditionally and irrevocably assigns to Licensor its entire right, title
<br />and interest in and to any Intellectual Property Rights the Licensee may now or hereafter have in or
<br />relating to the Software or Documentation (including any rights in derivative works or patent
<br />improvements relating to either of them), whether held or acquired by operation of law, contract,
<br />assignment or otherwise.
<br />(c) Cooperation. Licensee shall, during the Term:
<br />(i) take all commercially reasonable measures to safeguard the Software and Documentation from
<br />infringement, theft, misuse and unauthorized access;
<br />(ii) at Licensor's expense, take all such steps its Licensor may reasonably require to assist Licensor in
<br />maintaining the validity, enforceability and Licensor's ownership of the Intellectual Property rights
<br />in the Software and Documentation.
<br />(iii) promptly notify Licensor in writing if Licensee becomes aware of (i) any actual or suspected
<br />infringement, misappropriation or other violation of Licensor's Intellectual Property Rights in or
<br />relating to the Software or Documentation; (ii) any actual or suspected unauthorized use of any
<br />password or account of any Authorized User; or (iii) any claim that the Software or Documentation,
<br />including any production, use, marketing, sale or other disposition of the Software or
<br />Documentation, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual
<br />Property Rights or other rights of any person or entity; and
<br />(iv) fully cooperate with and assist Licensor in all reasonable ways in the conduct of any Action by
<br />Licensor to prevent or abate any actual or threatened infringement, misappropriation or violation
<br />of Licensor's rights in, and to attempt to resolve any Actions relating to Software or
<br />Documentation, including having Licensee's employees testify when requested and making
<br />available for discovery or trail relevant records, papers, information, samples, specimens and the
<br />like.
<br />(d) 19c� Imlali dLji lns. Except for the limited rights and licenses expressly granted under this Agreement,
<br />nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Licensee or any third
<br />party any Intellectual Property Rights or other right, title or interest in or to any of the Software or
<br />Documentation.
<br />(e) Feedback. If Licensee or any of its employees or contractors sends or transmits any communications or
<br />materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to
<br />the Software or Documentation, including without limitation, new features or functionality relating
<br />thereto, or any comments, questions, suggestions, or the like ("Feedback"), Licensor is free to use such
<br />Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback.
<br />Licensee hereby assigns to Licensor on Licensee's behalf, and on behalf of its employees, contractors
<br />and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or
<br />compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property
<br />
|