Common use of Custom Programming Clause in Contracts

Custom Programming. Except to the extent the parties expressly agree otherwise in a Procurement Document, and except as hereinafter provided in this Section, MetroPCS shall be the sole and exclusive owner of all Custom Programming, and all Intellectual Property Rights in and to such Customer Programming. No Supplier Personnel shall incorporate any materials owned by Supplier (including Supplier Pre-Existing Materials), its Affiliates or Third Parties into any Custom Programming without the prior written consent of MetroPCS and without first granting to or otherwise obtaining for MetroPCS a non-exclusive, perpetual, irrevocable (except as provided in Section 11.3(c)), ***, non-assessable, fully paid, ***, transferable, sublicensable (through multiple tiers) right and license under any and all Intellectual Property Rights of Supplier, its Affiliates or such Third Parties for MetroPCS, either directly or through its Personnel, to modify, copy, distribute, transmit, display, disclose, make, use, import, practice any process or method and fully exploit all such Supplier, its Affiliates or Third Party materials in such Custom Programming (it being the understanding of the parties that MetroPCS shall not own any materials owned by Supplier, its Affiliates or Third Parties that are incorporated into the Custom Programming, but MetroPCS shall have a license to use the same). Subject to the foregoing, ownership of the Custom Programming and any portion thereof shall inure to the benefit of MetroPCS from the date of the conception, creation or fixation of the applicable Custom Programming in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of Custom Programming shall be considered a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended. If and to the extent any Custom Programming, or any part thereof or Intellectual Property Rights therein or thereto, is not considered to be a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended, Supplier hereby irrevocably and unconditionally expressly and automatically assigns to MetroPCS, without further act required on the part of either party, all exclusive right, title and interest in and to such Custom Programming, any and all portions thereof, and any and all Intellectual Property Rights therein and thereto, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of the Supplier. Supplier acknowledges that the parties do not intend Supplier to be a joint author (within the meaning of the Copyright Act of 1976, as amended) of any Custom Programming, and that Supplier shall in no event be deemed the joint author of any Custom Programming. MetroPCS agrees that it shall not transfer any Custom Programming to a Supplier Competitor. Additionally, Supplier may use a certain piece of Custom Programming after *** following *** of such Custom Programming if ***; provided, however, that Supplier may not use any MetroPCS Confidential Information that may be embedded in such Custom Programming. In no event may Supplier request use of Custom Programming within the ***.