Common use of GSI Clause in Contracts

GSI. As between the Parties, GSI reserves all right, title and interest in and to the “GSI-Furnished Items” (as defined below), the “GSI-Owned Developments” (as defined below), and the Company Stores and Specialized Stores (other than the Company-Furnished Items included in the Company Stores and Specialized Stores), along with all Intellectual Property Rights associated with any of the foregoing (the “GSI Intellectual Property”), and no title to or ownership of the GSI Intellectual Property is transferred or licensed to the Company or any other Person. The Company hereby assigns and agrees to assign to GSI all right, title and interest to the GSI Intellectual Property, and the Company will take, at GSI’s expense, any actions (including execution and delivery of affidavits and other documents) reasonably requested by GSI to effect, perfect or confirm GSI’s or its designee’s right, title and interest therein. As used herein, “GSI-Furnished Item” means any GSI Content or any Technology or Trademark of GSI that (a) is owned or controlled (e.g., by license or otherwise) by GSI or its Affiliates, as the case may be, and (b) is furnished by GSI for use in connection with the activities contemplated by this Agreement. “GSI-Owned Development” means any Technology (including any adaptation, modification, improvement or derivative work of any GSI-Furnished Item) that is developed solely by GSI or jointly by the Parties for use on any of the Company Stores or Specialized Stores in connection with the activities contemplated by this Agreement or that is developed by GSI for use on the Web Sites that it operates, which may include the Company Stores and/or Specialized Stores. Notwithstanding the foregoing, neither the GSI-Furnished Items nor the GSI-Owned Developments will include (i) any Company-Furnished Item, (ii) any derivatives thereof, or (iii) any Joint Developments (as defined below). The GSI-Owned Developments will, however, include all adaptations, modifications, improvements or derivative works of the Company Stores Functionality that are developed by GSI or jointly by the Parties. At the termination of the Agreement, the Company shall return all

GSI. As between the Parties, GSI reserves all right, title and interest in and to the “"GSI-Furnished Items” " (as defined below), the “"GSI-Owned Developments” " (as defined below), and the Company Stores and Specialized Stores (other than the Company-Furnished Items included in the Company Stores and Specialized Stores), along with all Intellectual Property Rights associated with any of the foregoing (the “"GSI Intellectual Property”"), and no title to or ownership of the GSI Intellectual Property is transferred or licensed to the Company or any other Person. The Company hereby assigns and agrees to assign to GSI all right, title and interest to the GSI Intellectual Property, and the Company will take, at GSI’s 's expense, any actions (including execution and delivery of affidavits and other documents) reasonably requested by GSI to effect, perfect or confirm GSI’s 's or its designee’s 's right, title and interest therein. As used herein, “"GSI-Furnished Item” " means any GSI Content or any Technology or Trademark of GSI that (a) is owned or controlled (e.g., by license or otherwise) by GSI or its Affiliates, as the case may be, and (b) is furnished by GSI for use in connection with the activities contemplated by this Agreement. “"GSI-Owned Development” " means any Technology (including any adaptation, modification, improvement or derivative work of any GSI-Furnished Item) that is developed solely by GSI or jointly by the Parties for use on any of the Company Stores or Specialized Stores in connection with the activities contemplated by this Agreement or that is developed by GSI for use on the Web Sites that it operates, which may include the Company Stores and/or Specialized Stores. Notwithstanding the foregoing, neither the GSI-Furnished Items nor the GSI-Owned Developments will include (i) any Company-Furnished Item, (ii) any derivatives thereof, or (iii) any Joint Developments (as defined below). The GSI-Owned Developments will, however, include all adaptations, modifications, improvements or derivative works of the Company Stores Functionality that are developed by GSI or jointly by the Parties. At the termination of the Agreement, the Company shall return allall GSI-Furnished Items to GSI, and the Company shall have no further rights thereto. For purposes of this Agreement, "Joint Development" means any Technology that is jointly developed through the significant efforts of each Party during the Term pursuant to mutually agreed upon terms expressly agreed upon in writing by the Parties.