Common use of Assignment of the SpinCo Software Clause in Contracts

Assignment of the SpinCo Software. To the extent that Other IP of Parent and its Subsidiaries embodied in the SpinCo Software is not held prior to the Effective Date by OpCo or other members of the SpinCo Group, Parent hereby transfers and assigns effective as of the Effective Date, on behalf of itself and its applicable Subsidiaries, to OpCo, and OpCo does hereby acquire and accept, effective as of the Effective Date, all Intellectual Property Rights embodied in the SpinCo Software held by Parent or its Subsidiaries that are members of the Parent Group, including the right to enforce such Intellectual Property Rights and to retain all damages and awards resulting from such enforcement, subject to the reservation by Parent of the applicable licenses of SpinCo Licensed Software pursuant to Article III. Parent and its Subsidiaries that are members of the Parent Group shall, effective as of the Effective Date, deliver to OpCo a copy of the existing SpinCo Software, including any related documentation in the possession or control of Parent and such Subsidiaries. Nothing set forth in the foregoing shall preclude Parent from retaining a copy of the SpinCo Software in the form of Software licensed under Article III.