Common use of Change Request Procedure Clause in Contracts

Change Request Procedure. The parties acknowledge that the Specifications may be revised from time to time during the term of this Agreement. Either party may, prior to the delivery of a Deliverable to Customer, provide written notice to the other party proposing changes to the Specifications (a "Change Proposal"). If a Change Proposal is initiated by Stellcom, Stellcom will also include a statement as to the financial impact and the schedule impact, if any, of the proposed change. If a Change Proposal is initiated by Customer, Stellcom shall endeavor to respond promptly as to the financial impact and schedule impact, if any. Following a Change Proposal, the parties shall promptly meet to determine whether, and with what modifications, the proposed change is mutually agreeable. No Change Proposal shall have any contractually binding effect until formally agreed to in writing by the parties. Fees and Expenses. Customer shall promptly pay Stellcom the fees and expenses identified in the Project Assignments, together with the cost of the Third Party Products, for time and expenses incurred by Stellcom in performance of its obligations under this Agreement, as adjusted to reflect any changes in the scope of work under a Change Proposal or that Customer authorizes in writing and to which Stellcom agrees in writing. Intellectual Property. Upon payment of all fees and expenses due to Stellcom under a Project Assignment, and subject to the restrictions set forth herein, Stellcom agrees to and does hereby sell, assign, and transfer to Customer the right, title and interest throughout the world to all works, inventions, discoveries, and improvements which are conceived or first actually reduced to practice either alone or with anyone else during the performance of such Project Assignment. Stellcom recognizes and understands that Stellcom's duties for Customer may include the preparation of materials, including hardware, software, written or graphic materials, and that any such materials conceived or written by Stellcom shall be done as "work made for hire" within the meaning of United States and other applicable copyright laws. In the event of publication of such materials, Stellcom understands that since the work is a "work make for hire," Customer will retain ownership of all rights in said materials, including copyright and trademark rights, except for the Stellcom IP. Notwithstanding the foregoing, Customer shall own all third party hardware acquired on behalf of Customer by Stellcom and shall only have a license to third party software pursuant to the applicable licensor's end user license agreement for such software. Notwithstanding anything to the contrary set forth in this Agreement, Customer agrees that Stellcom shall continue to own and hold sole right, title and interests in and to all the (i) information, general skills, know-how, methods, and techniques gained or learned by Stellcom under this Agreement the Project Assignments, (ii) objects, subroutines, components and the like of all Deliverables, and (iii) the Excelsior Reference Platform as described in Exhibit B attached hereto and incorporated by this reference and that Stellcom may use all of the foregoing set forth in (i), (ii) and (iii) above (collectively, the "Stellcom IP") in any services which Stellcom performs for any other party. Stellcom hereby licenses to Customer the non- exclusive right to use and modify, and the non-exclusive right to authorize others to use and modify, all Stellcom IP incorporated into the Deliverables, for use in any product or service developed and used by Customer and its successors, if any. Each party shall execute and deliver any further documents reasonably requested by the other and to the other's expense, to effect the provisions of this paragraph three (3).