Shared IP Rights Clause Samples

Shared IP Rights. (a) Each Service Provider hereby grants to Recipient a non-exclusive, fee-bearing right and license to use the intellectual property and other rights granted or licensed, directly or indirectly, to such Service Provider (the "Shared IP Rights") pursuant to Third Party IP Agreements (as such term is defined in the IP Contribution Agreement) and such other agreements that such Service Provider may enter into or become the beneficiary of from time to time on behalf of East and West (the "Additional IP Agreements"), provided that the rights granted to Recipient hereunder are subject to the terms and conditions of the applicable Third Party IP Agreement or Additional IP Agreement, and that such rights shall terminate, as applicable, upon the expiration or termination of the applicable Third Party IP Agreement or Additional IP Agreement. Recipient shall be licensed to use the Shared IP Rights only for so long as it remains an Affiliate of Dex Media. In consideration of the foregoing licenses, Recipient agrees to take such further actions as a Service Provider deems to be necessary or desirable to comply with its obligations under the Third Party IP Agreements and the Additional IP Agreements. (b) For the sake of clarity, the Shared IP Rights do not include any intellectual property assigned to or licensed by a Service Provider pursuant to the IP Contribution Agreement other than the Third Party IP Agreements, it being the intent of the Parties to license such intellectual property to East and West under separate agreements.