Custom Works definition

Custom Works means all code, software, and other materials (including, but not limited to, drawings and documentation) delivered by Supplier in the course of Supplier’s performance of the Services that is created solely and exclusively for the Bank and/or the Company as set forth in this Agreement or Statement of Work thereunder and specifically identified as a Custom Work in the applicable Statement of Work. Custom Works expressly exclude any and all: (i) Supplier Pre- Existing Property, including any and all modifications thereto or derivative works thereof; and (ii) ideas, processes, programs, concepts, business methods, inventions, and developments of general application throughout all industries or a single industry that are discovered, created, or developed by Supplier during the course of performing the Services (“Supplier IP”), provided that Supplier IP shall never include any Bank Materials or Confidential Information (as defined in Section 8.1). In the event that the performance of the Services results in the development of Custom Works, all right, title, and interest in the Custom Works vest in the Bank (including for use in its management of the Company) and are deemed to be a work made for hire, and to the extent they may not be considered works made for hire, Supplier assigns to the Bank all right, title, and interest in and to the Custom Works (excluding the Supplier Pre-Existing Property and the Supplier IP) and any and all Intellectual Property Rights embodied therein. Supplier grants to the Bank a non-exclusive, non-transferable, revocable, and limited license to use the Supplier Pre-Existing Property and Supplier IP solely in conjunction with the Bank’s use of the Custom Works, provided that the Bank may not: (a) modify, disclose, alter, translate, or create derivative works of the Supplier Pre- Existing Property or Supplier IP; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Supplier Pre-Existing Property or Supplier IP; or (c) disassemble, decompile, or reverse engineer any of the Supplier Pre-Existing Property or Supplier IP. This provision shall survive expiration or termination of this Agreement.

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Custom Works means any and all materials that are (i) developed by ZAG exclusively for USAA under this Agreement; and (ii) are explicitly labeled as “Custom Work” in this Agreement or in a writing pursuant to Section 17.2 hereof.

Custom Works means the graphic design for the Basic Template and for ------------ the five Styles.

Examples of Custom Works in a sentence

• Endeavor will provide to iXL the media elements, materials, timely approvals, and assistance necessary for iXL to complete the Custom Works and other services on the Project Timetable.

• You shall procure that your employees and your permitted sub-contractors to the fullest extent permitted by law waive any moral rights in the Custom Works to which they are now or may at any future time be entitled under any provisions of law, and all claims and causes of action pertinent to the Custom Works and/or to the foregoing rights.

• You represent that you have the full right to assign and to grant to MDLZ all rights, title and interests to all the IP Rights in the Custom Works.

• In addition to providing progress reports and arranging project planning meetings to the extent required under the Project Timetable, iXL agrees that the current prototype of the Custom Works shall be accessible to Endeavor throughout the development phase at the URL identified in the Statement of Work.

• You further represent and warrant that (i) the Custom Works have been exclusively developed through your original authorship and do not infringe or otherwise violate the rights of any third-party, and (ii) you do not have any other agreement or commitment that may interfere with the transfer of all IP Rights in the Custom Works to MDLZ.

• If for any reason such IP Rights do not vest in MDLZ in accordance with the above, you hereby irrevocably and exclusively assign and transfer to MDLZ all IP Rights in such Custom Works, or if that is not possible, you hereby grant MDLZ a licence which is exclusive, worldwide, perpetual, irrevocable, royalty-free, assignable and sub-licensable, to use the Custom Works.

• You consent to any use by MDLZ or its designees of the Custom Works, any expressive elements thereof, any derivative works, or any intellectual property embodied therein, and covenant not to take any action (and to ensure that your employees and contractors take no action) to interfere with such use.

• You shall, at MDLZ’s request and expense, execute (or procure the execution of) documents such as confirmatory assignments, registrations, notarizations, and filings for the prosecution, registration and enforcement of any IP Rights in Custom Works.

• Customer shall be solely responsible for review of any Custom Works to ensure they do not violate or infringe a third party’s Intellectual Property Rights or any other rights).

• ZAG further agrees that all Intellectual Property right, title and interest in and to Custom Works (including without limitation, the source code for Custom Works (as applicable)) shall vest in USAA and shall be the sole property of USAA, excluding in all cases any ZAG IP.

More Definitions of Custom Works

Custom Works means all code, software, and other materials (including, but not limited to, drawings and documentation) delivered by Supplier in the course of Supplier’s performance of the Services that is created solely and exclusively for the Bank as set forth in this Agreement or Order thereunder. Custom Works expressly exclude any and all:

Custom Works means (a) the Knowledge Management System (excluding -------------- all Code developed by iXL that relates to the administrative, tracking, and other functions of the Knowledge Management System); (b) the Content of the finished multimedia form of the Web-MD Courses produced by iXL under this Agreement; and (c) the graphic design for the Web-MD Template Design.

Custom Works means, any custom designs, projects, email campaigns (or “mailings”), or other works, including Deliverables, created by Company for, or on behalf of, Customer by Company.