Common use of Intellectual Property and Data Clause in Contracts

Intellectual Property and Data. (a) Manager and its Affiliates will retain exclusive right, title and interest in and to: (i) all intellectual property, systems, processes, methodologies, software, databases, analytics, research, models, algorithms, trade secrets and know-how owned or developed by the Manager or its Affiliates prior to or independently of this Agreement; (ii) all improvements, enhancements, modifications or derivative works of the foregoing, whether or not developed in connection with services provided to the Company; and (iii) all general knowledge, experience, techniques and skills acquired or developed in the course of performing services under this Agreement, (collectively, “Manager IP”). For the avoidance of doubt, Manager IP includes any investment models, underwriting frameworks, data architecture, reporting systems, technology platforms and proprietary processes used by Manager in providing services to the Company, even if such Manager IP incorporates Company Data. Nothing in this Agreement shall be construed as transferring ownership of Manager IP to the Company. (b) The Company will own: (i) its name, trademarks and branding; and (ii) all documents and materials prepared specifically for the Company, including final versions of offering documents, investor presentations and public disclosure materials. Additionally, all platform- and asset-level financial data, property-level operating data and other information relating specifically to the Investments or Company (collectively, “Company Data”) will be owned by the Company. Notwithstanding the foregoing, Manager shall have the right to use Company Data during and after the Term in the ordinary course of public reporting and in anonymized or aggregated form for internal business purposes, and may retain copies of Company Data to the extent required by law, regulatory obligation, internal compliance policies or bona fide record retention practices.