Custom Works. If you or your permitted sub-contractors create, design, invent, acquire, or develop work for MDLZ or on MDLZ’s behalf which is (or could be) subject to any IP Rights or which contains matter that is (or could be) subject to any IP Rights ("Custom Works"), you hereby confirm that, to the greatest extent permitted by law: (i) all such Custom Works are a “work made for hire” as defined in U.S. copyright law and any similar or analogous law or statute of any other jurisdiction; (ii) effective as of the date of creation MDLZ shall be considered the sole “author” and exclusive owner of all right, title and interest worldwide in and to any such Custom Works and all elements thereof and any IP Rights and derivative rights that flow therefrom; and (iii) all rights to register the same shall belong to and automatically vest in MDLZ. If for any reason such IP Rights do not vest in MDLZ in accordance with the above, you hereby irrevocably and exclusively assign and transfer to MDLZ all IP Rights in such Custom Works, or if that is not possible, you hereby grant MDLZ a licence which is exclusive, worldwide, perpetual, irrevocable, royalty-free, assignable and sub-licensable, to use the Custom Works.
Custom Works. 4. Where REACHTEL undertake custom development work or any form of professional services, Customer will not unreasonably withhold signoff and approval of the completed project including payment of monies due, where REACHTEL are able to reasonably demonstrate they meet the agreed specifications or requirements. Customer further accepts without limitation that any fees, royalties or other payments for use of Content is paid by the Customer. INDEMNITY 6.
Custom Works. In the course of providing the Professional Services, Company may create Custom Works for Customer that incorporates, embeds, or integrates Company’s Pre-Existing IP. Other than any Pre-Existing IP incorporated, embedded, or integrated into the Custom Works, Customer owns all right title and interest in the Custom Works. Company grants to Customer for the duration of this Agreement a worldwide, non-exclusive license to use the Pre-Existing IP solely in connection with an unmodified version of the Custom Works. Customer will not, and will not allow any employee or third party to copy, reverse-engineer, modify, improve, create derivative works of or use the Pre-Existing IP in any way outside of the Custom Works as delivered by Company to Customer. In the event that any Customer employee or third party at Customer’s request or direction modifies, improves or creates derivative works of the Pre-Existing IP, whether or not in violation of this Agreement, Customer will cause all right, title and interest in and to such modifications, improvements and/or derivative works to be assigned to Company.
Custom Works iXL will develop the following Custom Works for Endeavor hereunder: . BASIC TEMPLATE DESIGN - at a one-time fixed cost, contingent upon a spreadsheet pricing model, iXL will develop the design for the Basic Template to be used in the Web-MD Program. ----------------------- *** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.
Custom Works. Custom Works include, but may not be limited to (i) the HTML code authored by ZAG to private label/brand the USAA Auto Program: (ii) the object and source code for the eFund features and functionality for the USAA Auto Program as set forth in Exhibit C.
Custom Works. If any material enhancement, modification, or customization of the Ameresco Works is undertaken by the Parties jointly (“Custom Works”), prior to the development of such Custom Works, the Parties shall agree, in a writing separate from the Agreement, on the terms governing the ownership and licensing of such Custom Works. In the absence of such written agreement:
