Common use of IP Rights Clause in Contracts

IP Rights. 4.5.1 The Customer acknowledges and agrees that the Consultant and/or its licensors own all IP Rights in the Services. Except as expressly stated herein, the Customer is not granted any rights to, or in, any IP Rights or any other rights or licenses in, to or otherwise in respect of the Services. 4.5.2 Copyright of Deliverables (if any) specifically created for the Customer under this MBSA and any SOW (except where such Deliverables are Services) will be deemed wholly owned by the Customer. 4.5.3 The Customer shall retain all right, title, and interest in and to Customer Pre-Existing IP. 4.5.4 Nothing shall prevent the Consultant from using IP Rights gained during the performance of Services, other than Customer Pre-Existing IP, in the furtherance of its own business, including for other customers of the Consultant, to the extent that such use does not result in disclosure or use of any of Customer’s confidential information or any infringement of any Intellectual Property Rights of the Customer. 4.5.5 Where Consultant’s Pre-Existing IP is incorporated in any of the Services, the Customer has non-exclusive irrevocable world-wide royalty free license to use modify and distribute such Consultant’s Pre-Existing IP, but only as part of the Services; all other rights in the Consultant’s Pre-Existing IP and any other IP Rights of the Consultant are reserved by the Consultant. 4.5.6 The Consultant shall indemnify the Customer against infringement of third-party rights by the Services (other than to the extent such infringement arises out of or relates to any infringement by Customer Pre-Existing IP or other IP Rights of the Customer), provided that the Customer notifies the Consultant of any relevant third party rights or claims promptly on such rights or claims becoming known to or suspected by the Customer. Any reasonable delay from the Customer to notify the Consultant shall not constitute a waiver of the Customer’s right to indemnification under this paragraph. 4.5.7 The Customer shall indemnify the Consultant against infringement of third-party rights by the Customer Pre-Existing IP, provided that the Consultant notifies the Customer of any relevant third-party rights or claims promptly on such rights or claims becoming known to or suspected by the Consultant. Any reasonable delay from the Consultant to notify the Customer shall not constitute a waiver of the Consultant's right to indemnification under this paragraph.

IP Rights. 4.5.1 The Customer acknowledges and agrees that the Consultant and/or its licensors own all IP Rights in the Services. Except as expressly stated herein, the Customer is not granted any rights to, or in, any IP Rights or any other rights or licenses in, to or otherwise in respect of the Services. 4.5.2 Copyright of Deliverables (if any) specifically created for the Customer under this MBSA and any SOW (except where such Deliverables are Services) will be deemed wholly owned by the Customer. 4.5.3 The Customer shall retain all right, title, and interest in and to Customer Pre-Existing IP. 4.5.4 4.5.3 Nothing shall prevent the Consultant from using IP Rights gained during the performance of Services, other than Customer Pre-Existing IP, in the furtherance of its own business, including for other customers of the Consultant, to the extent that such use does not result in disclosure or use of any of Customer’s confidential information Confidential Information or any infringement of any Intellectual Property Rights of the Customer. 4.5.5 4.5.4 Where Consultant’s Pre-Existing IP is incorporated in any of the Services, the Customer has non-exclusive irrevocable world-wide royalty free license to use modify and distribute such Consultant’s Pre-Existing IP, but only as part of the Services; all other rights in the Consultant’s Pre-Existing IP and any other IP Rights of the Consultant are reserved by the Consultant. 4.5.6 4.5.5 The Consultant shall indemnify the Customer against infringement of third-third party rights by the Services (other than to the extent such infringement arises out of or relates to any infringement by Customer Pre-Existing IP or other IP Rights of the Customer), provided that the Customer notifies the Consultant of any relevant third party rights or claims promptly on such rights or claims becoming known to or suspected by the Customer. Any reasonable delay from the Customer to notify the Consultant shall not constitute a waiver of the Customer’s right to indemnification under this paragraph. 4.5.7 4.5.6 The Customer shall indemnify the Consultant against infringement of third-party rights by the Customer Pre-Existing IP, provided that the Consultant notifies the Customer of any relevant third-party rights or claims promptly on such rights or claims becoming known to or suspected by the Consultant. Any reasonable delay from the Consultant to notify the Customer shall not constitute a waiver of the Consultant's right to indemnification under this paragraph.