Common use of Developed Materials Clause in Contracts

Developed Materials. (a) Unless the Parties agree otherwise in writing, all Developed Materials shall be considered works made for hire (as that term is used in Section 101 of the Copyright Act) that are owned by UICI or the applicable Eligible Recipient. If any such Developed Materials may not be considered a work made for hire under applicable law, Insurdata hereby irrevocably assigns, and shall assign, to UICI or the appropriate Eligible Recipient, without further consideration, all of Insurdata's right, title and interest in and to such Developed Materials, including United States and foreign intellectual property rights. Insurdata acknowledges that UICI and the Eligible Recipients and their successors and assigns shall have the right to obtain and hold in their own name any intellectual property rights in and to such Developed Materials. Insurdata agrees to execute any documents and take any other actions reasonably requested by UICI to effectuate the purposes of this SECTION 14.2. UICI grants to Insurdata a non-exclusive, non-transferable, worldwide, limited right and license to use, execute, reproduce, display, perform, modify and distribute the Developed Materials and the Existing Materials for the sole purpose of providing the Services during the Term and the Transfer Assistance Period pursuant to this Agreement; provided that this license does not give Insurdata the right, and Insurdata is not authorized, to sublicense such Developed Materials or use them for the benefit of other customers or for any other purpose without UICI's prior written consent. (b) With respect to any specified Existing Materials (including, without limitation, the sales automation and student administration and claims software solutions) and any specified Developed Materials consisting of custom software solutions developed by Insurdata for UICI as part of Services provided to UICI under this Agreement ("DEVELOPED SOFTWARE"), UICI and Insurdata may, at the request of Insurdata and at the option of UICI, enter into an agreement pursuant to which Insurdata: (a) may grant to third parties non-exclusive licenses to use any specified Existing Materials or Developed Software or (b) may obtain from UICI a non-exclusive license to use any specified Existing Materials or Developed Software for third parties. In either event, UICI shall have the unrestricted right to use the Existing Materials or Developed Software, to own the code for all Existing Materials and Developed Software and shall be entitled to all upgrades and software maintenance as is provided to other third party licensees. For each specified item of Developed Software for which Insurdata and UICI enter into an agreement as herein provided, such agreement shall specify that: (a) 25% of any and all royalty payments due to Insurdata from third-party licensees for the use of Developed Software shall be paid by Insurdata to UICI, such payments to be applied, first, to generate for UICI a twelve percent (12%) annual return on unamortized software development costs for the specified Developed Software and, second, to amortize the software development costs for the specified Developed Software, and (b) after all software development costs for the specified Developed Software have been fully amortized, ownership of the specified Developed Software shall pass to Insurdata, subject to reservation by UICI and each Eligible Recipient of a non-exclusive license, with the right to grant sublicenses to UICI Affiliates, to use, copy and create derivative works of the source code and object code versions of such Developed Software. If the parties do not enter into such an agreement for particular Developed Software, UICI shall retain and own all right, title and interest

Developed Materials. (a) Unless the Parties agree otherwise in writing, all Developed Materials shall be considered works made for hire (as that term is used in Section 101 of the Copyright Act) that are owned by UICI or the applicable Eligible Recipient. If any such Developed Materials may not be considered a work made for hire under applicable law, Insurdata hereby irrevocably assigns, and shall assign, to UICI or the appropriate Eligible Recipient, without further consideration, all of Insurdata's right, title and interest in and to such Developed Materials, including United States and foreign intellectual property rights. Insurdata acknowledges that UICI and the Eligible Recipients and their successors and assigns shall have the right to obtain and hold in their own name any intellectual property rights in and to such Developed Materials. Insurdata agrees to execute any documents and take any other actions reasonably requested by UICI to effectuate the purposes of this SECTION Section 14.2. UICI grants to Insurdata a non-exclusive, non-transferable, worldwide, limited right and license to use, execute, reproduce, display, perform, modify and distribute the Developed Materials and the Existing Materials for the sole purpose of providing the Services during the Term and the Transfer Assistance Period pursuant to this Agreement; provided that this license does not give Insurdata the right, and Insurdata is not authorized, to sublicense such Developed Materials or use them for the benefit of other customers or for any other purpose without UICI's prior written consent. (b) With respect to any specified Existing Materials (including, without limitation, the sales automation and student administration and claims software solutions) and any specified Developed Materials consisting of custom software solutions developed by Insurdata for UICI as part of Services provided to UICI under this Agreement ("DEVELOPED SOFTWAREDeveloped Software"), UICI and Insurdata may, at the request of Insurdata and at the option of UICI, enter into an agreement pursuant to which Insurdata: (a) may grant to third parties non-exclusive licenses to use any specified Existing Materials or Developed Software or (b) may obtain from UICI a non-exclusive license to use any specified Existing Materials or Developed Software for third parties. In either event, UICI shall have the unrestricted right to use the Existing Materials or Developed Software, to own the code for all Existing Materials and Developed Software and shall be entitled to all upgrades and software maintenance as is provided to other third party licensees. For each specified item of Developed Software for which Insurdata and UICI enter into an agreement as herein provided, such agreement shall specify that: (a) 25% of any and all royalty payments due to Insurdata from third-party licensees for the use of Developed Software shall be paid by Insurdata to UICI, such payments to be applied, first, to generate for UICI a twelve percent (12%) annual return on unamortized software development costs for the specified Developed Software and, second, to amortize the software development costs for the specified Developed Software, and (b) after all software development costs for the specified Developed Software have been fully amortized, ownership of the specified Developed Software shall pass to Insurdata, subject to reservation by UICI and each Eligible Recipient of a non-exclusive license, with the right to grant sublicenses to UICI Affiliates, to use, copy and create derivative works of the source code and object code versions of such Developed Software. If the parties do not enter into such an agreement for particular Developed Software, UICI shall retain and own all right, title and interestinterest in such Developed Software and in all intellectual property rights therein. In addition, UICI shall own all right, title and interest in all other materials fixed in tangible form by Insurdata to perform its obligations under the Agreement and all intellectual property rights therein. (c) Insurdata shall provide UICI with the source code and documentation for the Existing Materials and for all Developed Materials which are created in accordance with this Agreement. Insurdata represents and warrants that: (i) the source code and documentation for such Developed Materials will be sufficient to allow a reasonably knowledgeable and experienced systems programmer to maintain and support such Materials; (ii) the user documentation for such Materials will accurately describe in terms understandable by a typical end user the functions and features of such Developed Materials and the procedures for exercising such functions and features; and (iii) all Developed Software shall have the appropriate source code which matches with the executable object code version. With respect to the Existing Materials, Insurdata agrees that it will revise or create such documentation pertaining thereto as UICI may request from time to time as part of the Services.