Common use of AXP Unique Features Clause in Contracts

AXP Unique Features. AXP may, from time to time, provide GT with ideas and/or specifications for a new feature it desires to be implemented in the Sites; provided that (i) GT accepts such new feature development in writing (ii) AXP fully funds the development thereof (at GT's rates set forth in Exhibit "C") pursuant to an AXP Unique Feature Work Order, then such new feature will be considered a "AXP Unique Feature" and AXP shall own all right, title and interest in and to the AXP Unique Feature and all Intellectual Property Rights therein. Such AXP Unique Feature shall be considered a "work made for hire." Any such "work made for hire" shall belong exclusively to AXP, with AXP having the sole right to obtain, hold and renew, in its own name and/or for its own benefit, patents, copyrights, registrations and/or other appropriate protection. To the extent that exclusive title and/or ownership rights in the AXP Unique Feature may not originally vest in AXP as contemplated hereunder (e.g., may not be deemed works made for hire), GT hereby agrees to irrevocably assign, transfer and convey to AXP all right, title and interest therein. GT and its personnel shall give AXP, and/or any AXP designee, all reasonable assistance and execute all documents necessary to assist and/or enable AXP to perfect, preserve, register and/or record its rights in any such materials, products and/or modifications. GT shall, immediately upon request of AXP, or upon the termination, cancellation or expiration of each such AXP Unique Feature Work Order solely for the AXP Unique Feature, turn over to AXP all materials, information and deliverables comprising such AXP Unique Feature. GT agrees not to offer any AXP Unique Feature to any third party. Each AXP Unique Feature shall be developed pursuant to an AXP Unique Feature Work Order (the form of which is attached hereto as Exhibit "P") which clearly indicates the nature of the AXP Unique Features to be developed thereunder.