Common use of Proprietary Interest Clause in Contracts

Proprietary Interest. Seller agrees that all software (including modifications and documentation), products, inventions, documents, writings and other materials created, conceived, prepared, made, discovered or produced by Seller that are provided to Nielsen pursuant to this Purchase Agreement (the "Deliverables"), including all associated copyright, patent, trade secret, trademark and any other intellectual property or proprietary rights ("Intellectual Property Rights"), shall be considered “works made for hire,” to the extent permitted by law, and shall be the sole and exclusive property of Nielsen. If for any reason such Deliverables are not deemed to be “works made for hire,” Seller irrevocably assigns and transfers all right, title and interest in and to such Deliverables to Nielsen, and agrees to assist Nielsen, at Xxxxxxx'x expense, to perfect such interest. Notwithstanding the foregoing, to the extent any Intellectual Property Rights embedded in the Deliverables were created prior to the date of this Purchase Agreement, or are not otherwise created pursuant to or in connection with this Purchase Agreement or the Products, then such Intellectual Property Rights shall remain the property of Seller, but Seller grants to Nielsen a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-terminable, transferable, sublicensable license to such Intellectual Property Rights in order for Nielsen to exercise its rights in the Deliverables as contemplated by this Purchase Agreement. Without limiting the foregoing in this Section 12, Seller will not assert, and otherwise waives, any “moral rights” in the Deliverables and assigns to Nielsen all “moral rights” in the Deliverables.

Proprietary Interest. Seller agrees that all software (including modifications and documentation), products, inventions, documents, writings and other materials created, conceived, prepared, made, discovered or produced by Seller that are provided to Nielsen NielsenIQ pursuant to this Purchase Agreement (the "Deliverables"), including all associated copyright, patent, trade secret, trademark and any other intellectual property or proprietary rights ("Intellectual Property Rights"), shall be considered “works made for hire,” to the extent permitted by law, and shall be the sole and exclusive property of NielsenNielsenIQ. If for any reason such Deliverables are not deemed to be “works made for hire,” Seller irrevocably assigns and transfers all right, title and interest in and to such Deliverables to NielsenDeliverablesto NielsenIQ, and agrees to assist NielsenXxxxxxxXX, at Xxxxxxx'x XxxxxxxXX's expense, to perfect such interest. Notwithstanding the foregoing, to the extent any Intellectual Property Rights embedded in the Deliverables were created prior to the date of this Purchase Agreement, or are not otherwise created pursuant to or in connection with this Purchase Agreement or the Products, then such Intellectual Property Rights shall remain the property of Seller, but Seller grants to Nielsen NielsenIQ a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, non-terminable, transferable, sublicensable license to such Intellectual Property Rights in order for Nielsen NielsenIQ to exercise its rights in the Deliverables as contemplated by this Purchase Agreement. Without limiting the foregoing in this Section 12, Seller will not assert, and otherwise waives, any “moral rights” in the Deliverables and assigns to Nielsen NielsenIQ all “moral rights” in the Deliverables.