CTS Materials definition
Examples of CTS Materials in a sentence
To the extent Client has or develops any right, title, or interest in and to the CTS Materials and all derivative works created therefrom or any other CTS IP (as defined below) under this Agreement, Client hereby irrevocably assigns and unconditionally agrees to assign in the future to CTS all right, title, and interest and any and all Intellectual Property Rights in and to the CTS Materials and CTS IP.
Under no circumstance shall Client use CTS Materials separate or apart from the Client Deliverables.
Notwithstanding Section 11.2 and anything to the contrary, CTS shall not be liable to Client including with respect of its indemnification obligations in connection with (i) any or misuse by Client of CTS Materials, CTS IP, Client Deliverables or the Services; and (ii) any combination or modification of the CTS Materials, CTS IP, Client Deliverables or the Services in a manner that but for such combination or modification, the claim or loss would not have arisen.
Client shall not obtain or otherwise have any right, title, interest or license to any CTS Materials except as expressly set forth in an SOW or otherwise provided in this Agreement under Section 7.2(b) solely with respect to Client Deliverables.
CTS shall retain full, sole and exclusive ownership of all CTS Materials.
Client will not challenge the validity of CTS’s ownership of the CTS Materials and CTS IP and hereby waives any and all claims and rights of any nature whatsoever (including any moral rights) that Client may now or hereafter have with respect to the CTS Materials and CTS IP.
CTS reserves all right, title, and interest in and to the CTS Materials and all Intellectual Property Rights associated therewith (collectively, the “CTS IP”).
To the extent any CTS Materials are incorporated by CTS into any Client Deliverables commissioned by Client in connection with Consulting or Development Services provided by CTS under an applicable SOW, CTS hereby grants Client a perpetual, non-transferable, non-exclusive license upon payment of the applicable fees to use such CTS Materials solely as incorporated into Client Deliverables and solely to the extent necessary to make use of the Services.