Common use of Ownership of Deliverables Clause in Contracts

Ownership of Deliverables. “Intellectual Property Rights” means any and all rights associated with original work, including but not limited to copyrights, trademark and trade name rights and similar rights, trade secrets, patents and all other intellectual property rights in any jurisdiction throughout the world. Except for any Background IP (as defined below), all materials of any type created by or on behalf of Client in connection with the Services hereunder, including but not limited to the Deliverables and Intellectual Property Rights contained there (collectively, the “Work Product”) are and shall be a “work-made-for-hire” (as defined by the Copyright Act of 1976 and all amendments thereto) for Client, its successors and assigns. In the event that the Work Product (or any part thereof) is not deemed to be a “work-made-for-hire,” Company hereby irrevocably assigns to Client all right, title and interest in and to the Work Product in all forms, formats, and media, whether now known or hereafter devised, in perpetuity throughout the world. In the event that all or any part of the Work Product cannot be assigned, then Company hereby grants to Client an irrevocable, exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity in all forms, formats, and media, whether now known or hereafter devised (“License”). Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company hereby grants a nonexclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to fully exploit any such Background IP solely in connection with the Deliverables. Client agreement to any SOW that contemplates the use or license of Company Background IP shall constitute prior approval under this Section, and any improvements, enhancements, or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develop, modify, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formats, and media, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowl-based food automation business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverables, work in process, and other components that comprise the Deliverables or work in process.

Ownership of Deliverables. As part of the Services, Seller may be required to prepare or produce works of authorship for Buyer (the “Deliverables”). Except as provided in the penultimate sentence of this Section, Buyer shall own, upon their creation, all worldwide right, title, and interest in and to all Deliverables, whether in written, graphic, electronic or any other form, including specifications, data, know- how, or any other items or information, and all copyrights, trademarks, service marks, trade dress, trade names, trade secrets, patents, mask works, moral rights and other intellectual and industrial property rights therein or derived therefrom (collectively, “Intellectual Property Rights” means any and all rights associated with original work, including but not limited to copyrights, trademark and trade name rights and similar rights, trade secrets, patents and all other intellectual property rights in any jurisdiction throughout the world. Except for any Background IP (as defined below”), together with all materials of any type created by or on behalf of Client in connection with the Services hereunder, including but not limited to the goodwill associated therewith. All such Deliverables and Intellectual Property Rights contained there (collectively, the “Work Product”) are and shall be considered a “work-made-for-hire” (as defined by under the Copyright Act copyright laws of 1976 and the United States. To the extent that any or all amendments thereto) for Client, its successors and assigns. In the event that the Work Product (or any part thereof) is of such Deliverables are not deemed to be a “work-made-for-for- hire,” Company Seller hereby irrevocably assigns assigns, and shall cause any personnel performing any of the related Services to Client assign, to Buyer all right, title title, and interest in and to the Work Product in all forms, formats, and media, whether now known or hereafter devised, in perpetuity throughout the world. In the event that all or any part of the Work Product cannot be assigned, then Company hereby grants to Client an irrevocable, exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity and to such Deliverables, including all Intellectual Property Rights. Notwithstanding the foregoing, Seller shall retain ownership of all Intellectual Property Rights in all formsDeliverables (or any portion thereof) created by it prior to or independent from the performance of the Services and without regard, formatsin whole or in part, and media, whether now known or hereafter devised to any Buyer Information (as defined below) (“LicenseSeller Materials”). Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company Seller hereby grants Buyer and its affiliates a nonexclusive, royalty-free, perpetual, worldwide, irrevocable, transferable, sublicensable, worldwide non-exclusive license to fully exploit any such Background IP solely in connection with all Seller Materials to the extent reasonably required for Buyer, its affiliates or their respective customers to obtain the intended benefits of all Deliverables. Client agreement to Seller acknowledges and agrees that Seller is providing the Deliverables without any SOW that contemplates the restriction on their use by Buyer, its affiliates or license of Company Background IP shall constitute prior approval under this Section, and any improvements, enhancements, or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develop, modify, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formats, and media, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowl-based food automation business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable their respective customers for any claims related to purpose, including, without limitation, commercial and research purposes, use in the provision of services, resale or arising from Clientuse in or with Buyer’s improper use of the Deliverables, work in process, research and other components that comprise the Deliverables or work in processdiagnostic products.

Ownership of Deliverables. “Intellectual Property Rights” means any and all rights associated with original work, including but not limited to copyrights, trademark and trade name rights and similar rights, trade secrets, patents and all other intellectual property rights in any jurisdiction throughout the world. Except for any Background IP (as defined below), all materials of any type created by or on behalf of Client in connection with the Services hereunder, including but not limited to the Deliverables and Intellectual Property Rights contained there (collectively, the “Work Product”) are and shall be a “work-made-for-hire” (as defined by the Copyright Act of 1976 and all amendments thereto) for Client, its successors and assigns. In the event that the Work Product (or any part thereof) is not deemed to be a “work-made-for-hire,” Company hereby irrevocably assigns to Client all right, title and interest in and to the Work Product in all forms, formats, and media, whether now known or hereafter devised, in perpetuity throughout the world. In the event that all or any part of the Work Product cannot be assigned, then Company hereby grants to Client an irrevocable, exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity in all forms, formats, and media, whether now known or hereafter devised (“License”). Wavemaker Labs Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company hereby grants a nonexclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to fully exploit any such Background IP solely in connection with the Deliverables. Client agreement to any SOW that contemplates the use or license of Company Background IP shall constitute prior approval under this Section, and any improvements, enhancements, or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develop, modify, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formats, and media, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowl-based food pizza preparation automation business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverables, work in process, and other components that comprise the Deliverables or work in process.

Ownership of Deliverables. As part of the Services, Seller may be required to prepare or produce works of authorship for Buyer (the “Deliverables”). Except as provided in the penultimate sentence of this Section, Buyer shall own, upon their creation, all worldwide right, title, and interest in and to all Deliverables, whether in written, graphic, electronic or any other form, including specifications, data, know- how, or any other items or information, and all copyrights, trademarks, service marks, trade dress, trade names, trade secrets, patents, mask works, moral rights and other intellectual and industrial property rights therein or derived therefrom (collectively, “Intellectual Property Rights” means any and all rights associated with original work, including but not limited to copyrights, trademark and trade name rights and similar rights, trade secrets, patents and all other intellectual property rights in any jurisdiction throughout the world. Except for any Background IP (as defined below”), together with all materials of any type created by or on behalf of Client in connection with the Services hereunder, including but not limited to the goodwill associated therewith. All such Deliverables and Intellectual Property Rights contained there (collectively, the “Work Product”) are and shall be considered a “work-made-for-hire” (as defined by under the Copyright Act copyright laws of 1976 and the United States. To the extent that any or all amendments thereto) for Client, its successors and assigns. In the event that the Work Product (or any part thereof) is of such Deliverables are not deemed to be a “work-made-for-for- hire,” Company Seller hereby irrevocably assigns assigns, and shall cause any personnel performing any of the related Services to Client assign, to Buyer all right, title title, and interest in and to the Work Product in all forms, formats, and media, whether now known or hereafter devised, in perpetuity throughout the world. In the event that all or any part of the Work Product cannot be assigned, then Company hereby grants to Client an irrevocable, exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity and to such Deliverables, including all Intellectual Property Rights. Notwithstanding the foregoing, Seller shall retain ownership of all Intellectual Property Rights in all formsDeliverables (or any portion thereof) created by it prior to or independent from the performance of the Services and without regard, formatsin whole or in part, and media, whether now known or hereafter devised to any Buyer Information (as defined below) (“LicenseSeller Materials”). Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company Seller hereby grants Buyer and its affiliates a nonexclusive, royalty-free, perpetual, worldwide, irrevocable, transferable, sublicensable, worldwide non-exclusive license to fully exploit any such Background IP solely in connection with all Seller Materials to the extent reasonably required for Buyer, its affiliates or their respective customers to obtain the intended benefits of all Deliverables. Client agreement to Seller acknowledges and agrees that Seller is providing the Deliverables without any SOW that contemplates the restriction on their use by Buyer, its affiliates or license of Company Background IP shall constitute prior approval under this Section, and any improvements, enhancements, or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develop, modify, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formats, and media, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowl-based food automation business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable their respective customers for any claims related to purpose, including, without limitation, commercial and research purposes, use in the provision of services, resale or arising from Clientuse in or with Buyer’s improper use of the Deliverables, work in process, research and other components that comprise the Deliverables or work in process.diagnostic products.‌

Ownership of Deliverables. “Intellectual Property Rights” means any and all rights associated with original work, including but not limited to copyrights, trademark and trade name rights and similar rights, trade secrets, patents and all other intellectual property rights in any jurisdiction throughout the world. Except for any Background IP (as defined below), all materials of any type created by or on behalf of Client in connection with the Services hereunder, including but not limited to the Deliverables and Intellectual Property Rights contained there (collectively, the “Work Product”) are and shall be a “work-made-for-hire” (as defined by the Copyright Act of 1976 and all amendments thereto) for Client, its successors and assigns. In the event that the Work Product (or any part thereof) is not deemed to be a “work-made-for-hire,” Company hereby irrevocably assigns to Client all right, title and interest in and to the Work Product in all forms, formats, and media, whether now known or hereafter devised, in perpetuity throughout the world. In the event that all or any part of the Work Product cannot be assigned, then Company hereby grants to Client an irrevocable, exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity in all forms, formats, and media, whether now known or hereafter devised (“License”). Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company hereby grants a nonexclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to fully exploit any such Background IP solely in connection with the Deliverables. Client agreement to any SOW that contemplates the use or license of Company Background IP shall constitute prior approval under this Section, and any improvements, enhancements, or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develop, modify, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formats, and media, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowl-based food automation the autonomous apple harvesting business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverables, work in process, and other components that comprise the Deliverables or work in process.

Ownership of Deliverables. “Intellectual Property Rights” means any Owner and Developer intend that, except as set forth below, all rights associated with original workelements of all Deliverables shall be exclusively owned by Owner, including but not limited to copyrights, trademark and trade name rights and similar rights, trade secrets, patents Owner shall exclusively own all copyrights and all other intellectual property rights in the Deliverables. Accordingly, Xxxxxxxxx agrees to assign and transfer and does hereby irrevocably assign and transfer to Owner any jurisdiction throughout and all right, title, and interest, including all copyright rights and other intellectual property rights, and all actions and causes of action related to the worldforegoing, and all damages, profits, and other recoveries related thereto, which Developer may have or acquire in and to any and all Deliverables. Except for any Background IP (Such rights, title, and interest shall be deemed assigned as defined below), all materials of the moment of creation without the necessity of any type created further action on the part of either party. Xxxxxxxxx agrees to take all action and execute and deliver to Owner all documents requested by or on behalf of Client Owner in connection with the Services hereunder, including but not limited transfer and assignment of rights in and to the Deliverables to Owner, and Intellectual Property Rights contained there (collectivelyany copyright application for and registration of the Deliverables or any elements of the Deliverables. If the foregoing assignment is determined to be unenforceable for any reason, Developer hereby grants to Owner an exclusive, non-revocable, worldwide, fully paid, copyright license to sublicense through multiple tiers, perform, publish, display, reproduce, create derivative works of, and distribute any or all of the “Work Product”) are and shall be a “work-made-for-hire” (as defined by the Copyright Act of 1976 and all amendments thereto) for Client, its successors and assignsDeliverables or any derivative works thereof. In the event that any portion of any Deliverable, including the entirety thereof, constitutes a preexisting work for which Developer cannot grant to Owner the rights set forth in this Section 10 (a “Preexisting Work”), Developer shall specify in writing (1) the nature of such Preexisting Work; (2) its owner; (3) any restrictions or royalty terms applicable to Developer’s or Owner’s use of such Preexisting Work Product or Owner’s exploitation of the Deliverable as a derivative works thereof; and (4) the source of Developer’s authority to employ the Preexisting Work in the preparation of the Deliverable, and Developer shall grant to Owner a non-exclusive, non-revocable, worldwide, fully paid license to use the Preexisting Work in any manner consitent with this Agreement. The only preexisting works that may be used in the construction of the Website or any part thereof) is not deemed Deliverables are the Preexisting Works that may be approved in writing by Owner prior to be a “work-made-for-hire,” Company hereby irrevocably assigns to Client all right, title and interest in and to the Work Product in all forms, formats, and media, whether now known or hereafter devised, in perpetuity throughout the worldtheir use. In the event that for any reason, after reasonable effort, Xxxxxxxxx fails to execute and deliver to Owner any document requested by Owner under Section 10.b of this Agreement, Developer hereby irrevocably designates and appoints Owner, and its officers and agents, as Xxxxxxxxx’s attorney in fact, which appointment is coupled with an interest, to act for and in behalf of Developer to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement with the same legal force and effect as if executed by Developer. Developer hereby waives any and all claims, of any nature whatsoever, which Developer now or any part may hereafter have for infringement of the Work Product cannot be assigned, then Company hereby grants Deliverables assigned to Client an irrevocable, exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity in all forms, formats, and media, whether now known or hereafter devised (“License”). Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company hereby grants a nonexclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to fully exploit any such Background IP solely in connection with the Deliverables. Client agreement to any SOW that contemplates the use or license of Company Background IP shall constitute prior approval Owner under this Section, Agreement. Copyright Notices. Developer shall include on the Website any and any improvements, enhancements, all copyright or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develop, modify, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formats, and media, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowl-based food automation business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverables, work in process, and other components that comprise the Deliverables or work in processnotices as requested by Owner.

Ownership of Deliverables. “Intellectual Property Rights” means any and all rights associated with original work, including but not limited to copyrights, trademark and trade name rights and similar rights, trade secrets, patents and all other intellectual property rights in any jurisdiction throughout the world. Except for any Background IP (as defined below), all materials of any type created by or on behalf of Client in connection with the Services hereunder, including but not limited to the Deliverables and Intellectual Property Rights contained there (collectively, the “Work Product”) are and shall be a “work-made-for-hire” (as defined by the Copyright Act of 1976 and all amendments thereto) for Client, its successors and assigns. In the event that the Work Product (or any part thereof) is not deemed to be a “work-made-for-hire,” Company hereby irrevocably assigns to Client all right, title and interest in and to the Work Product in all forms, formats, and media, whether now known or hereafter devised, in perpetuity throughout the world. In the event that all or any part of the Work Product cannot be assigned, then Company hereby grants to Client an irrevocable, exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity in all forms, formats, and media, whether now known or hereafter devised (“License”). Wavemaker Labs Asia 0000 X Xxxxxxxx Xxx. XX Xxxxxxx, XX 00000 Page 3 of 7 MSA Rev A - Confidential Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company hereby grants a nonexclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to fully exploit any such Background IP solely in connection with the Deliverables. Client agreement to any SOW that contemplates the use or license of Company Background IP shall constitute prior approval under this Section, and any improvements, enhancements, or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develop, modify, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formats, and media, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowl-based food automation the autonomous apple harvesting business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverables, work in process, and other components that comprise the Deliverables or work in process.

Ownership of Deliverables. “Intellectual Property Rights” means any and all rights associated with original work, including but not limited to copyrights, trademark and trade name rights and similar rights, trade secrets, patents and all other intellectual property rights in any jurisdiction throughout the world. Except for any Background IP (as defined below), all materials of any type created by or on behalf of Client in connection with the Services hereunder, including but not limited to the Deliverables and Intellectual Property Rights contained there (collectively, the “Work Product”) are and shall be a “work-made-for-hire” (as defined by the Copyright Act of 1976 and all amendments thereto) for Client, its successors and assigns. In the event that the Work Product (or any part thereof) is not deemed to be a “work-made-for-hire,” Company hereby irrevocably assigns to Client all right, title and interest in and to the Work Product in all forms, formats, and media, whether now known or hereafter devised, in perpetuity throughout the world. In the event that all or any part of the Work Product cannot be assigned, then Company hereby grants to Client an irrevocable, exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity in all forms, formats, and media, whether now known or hereafter devised (“License”). Wavemaker Labs Asia1661 X Xxxxxxxx Xxx. Xx Xxxxxxx, XX 00000 Page 3 of 7 MSA Rev A - Confidential Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company hereby grants a nonexclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to fully exploit any such Background IP solely in connection with the Deliverables. Client agreement to any SOW that contemplates the use or license of Company Background IP shall constitute prior approval under this Section, and any improvements, enhancements, or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develop, modify, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formats, and media, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowl-based food automation the autonomous apple harvesting business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverables, work in process, and other components that comprise the Deliverables or work in process.

Ownership of Deliverables. “Intellectual Property Rights” means any and all rights associated with original work, including but not limited to copyrights, trademark and trade name rights and similar rights, trade secrets, patents and all other intellectual property rights in any jurisdiction throughout the world. Except for any Background IP (as defined below), all materials of any type created by or on behalf of Client in connection with the Services hereunder, including but not limited to the Deliverables and Intellectual Property Rights contained there (collectively, the “Work Product”) are and shall be a “work-made-for-hire” (as defined by the Copyright Act of 1976 and all amendments thereto) for Client, its successors and assigns. In the event that the Work Product (or any part thereof) is not deemed to be a “work-made-for-hire,” Company hereby irrevocably assigns to Client all right, title and interest in and to the Work Product in all forms, formats, and media, whether now known or hereafter devised, in perpetuity throughout the world. In the event that all or any part of the Work Product cannot be assigned, then Company hereby grants to Client an irrevocable, exclusive, royalty-free, fully-paid, fully-sublicensable sublicenseable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity in all forms, formats, and media, whether now known or hereafter devised (“License”). Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company hereby grants a nonexclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to fully exploit any such Background IP solely in connection with the Deliverables. Client agreement to any SOW that contemplates the use or license of Company Background IP shall constitute prior approval under this Section, and any improvements, enhancements, or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable sublicenseable and transferable license to use, develop, modify, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formats, and media, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowl-based food the boba beverage automation business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverables, work in process, and other components that comprise the Deliverables or work in process.

Ownership of Deliverables. “Intellectual Property Rights” means any Copyright. CUSTOMER owns all right, title, and interest in all rights associated with original workwork product (Deliverables), including but not limited to copyrightswithout limitation all lines of code, trademark and trade name rights and similar rightsdesign elements, trademarks, trade secrets, patents and all dress or other intellectual property rights in any jurisdiction throughout the worldThe Deliverables are designated as ‘work made for hire’ under U.S. Copyright Law. Except If for any Background IP reason the Deliverables are not ‘work made for hire’ under applicable law, then Service Provider hereby automatically assigns and transfers to CUSTOMER all right, title, and interest in such Deliverables, as they are created, which includes, without limitation, the right to xxx and recover damages for any past infringement. If requested, Service Provider must execute any documents requested by CUSTOMER (at the expense of CUSTOMER) to vest in CUSTOMER registered ownership of the Deliverables. If Service Provider does not execute such documents, then Service Provider hereby appoints CUSTOMER as defined belowits attorney-in-fact solely to execute any documents deemed necessary to record the copyright in the United States and in foreign countries. • Inventions. Service Provider may under a SOW make, develop, or conceive of any inventions, discoveries, concepts, ideas, information, and improvements (solely or jointly with others), all materials of any type created by either patentable or on behalf of Client not, which relate to or are useful in connection with the Services hereunder, including but not limited to the Deliverables and Intellectual Property Rights contained there business or activities in which CUSTOMER is or may become engaged (collectively, Inventions). Service Provider agrees to disclose promptly, in writing, all Inventions made, developed, or conceived during the “Work Product”) term of any SOW. All such Inventions are and shall be a “work-made-for-hire” (as defined by the Copyright Act property of 1976 and all amendments thereto) for Client, its successors and assignsCUSTOMER. In the event that the Work Product (or any part thereof) is not deemed to be a “work-made-for-hire,” Company Service Provider hereby irrevocably automatically assigns to Client CUSTOMER all of its right, title title, and interest in any such Inventions, whether or not reduced to practice (which includes, without limitation, the right to xxx and recover damages for any past infringement), and agrees to execute all patent applications, assignments, and other documents (at the expense of CUSTOMER), and to take all other steps necessary to vest in CUSTOMER the entire right, title, and interest in and to the Work Product in all forms, formatsthose Inventions, and media, whether now known in and to any patents obtainable in the United States and in foreign countries. • Pre-Existing Works. To the extent that Service Provider incorporates into any Deliverable pre-existing works or hereafter devised, in perpetuity throughout the world. In the event that all or any part of the Work Product cannot be assignedcode, then Company Service Provider hereby grants to Client an irrevocable, Customer a non-exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity in all forms, formats, and media, whether now known or hereafter devised (“License”). Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company hereby grants a nonexclusive, royalty-freeirrevocable, perpetual, irrevocable, transferable, sublicensable, worldwide license to fully exploit any such Background IP solely in connection with the Deliverables. Client agreement to any SOW that contemplates the use or license of Company Background IP shall constitute prior approval under this Sectionmake, and any improvements, enhancements, or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develophave made, modify, adapt, copy, distribute, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formatsworks, and mediaotherwise use and sell such work and code only with the Deliverable. Notwithstanding the foregoing, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowlService Provider retains its confidentiality and ownership of all pre-based food automation business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverables, work in process, existing works and other components that comprise the Deliverables or work in processcode and all enhancements and derivatives thereto.

Ownership of Deliverables. “Intellectual Property Rights” means any Copyright. CUSTOMER owns all right, title, and interest in all rights associated with original workwork product (Deliverables), including but not limited to copyrightswithout limitation all lines of code, trademark and trade name rights and similar rightsdesign elements, trademarks, trade secrets, patents and all dress or other intellectual property rights in any jurisdiction throughout the worldThe Deliverables are designated as ‘work made for hire’ under U.S. Copyright Law. Except If for any Background IP reason the Deliverables are not ‘work made for hire’ under applicable law, then Service Provider hereby automatically assigns and transfers to CUSTOMER all right, title, and interest in such Deliverables, as they are created, which includes, without limitation, the right to sue and recover damages for any past infringement. If requested, Service Provider must execute any documents requested by CUSTOMER (at the expense of CUSTOMER) to vest in CUSTOMER registered ownership of the Deliverables. If Service Provider does not execute such documents, then Service Provider hereby appoints CUSTOMER as defined belowits attorney-in-fact solely to execute any documents deemed necessary to record the copyright in the United States and in foreign countries. • Inventions. Service Provider may under a SOW make, develop, or conceive of any inventions, discoveries, concepts, ideas, information, and improvements (solely or jointly with others), all materials of any type created by either patentable or on behalf of Client not, which relate to or are useful in connection with the Services hereunder, including but not limited to the Deliverables and Intellectual Property Rights contained there business or activities in which CUSTOMER is or may become engaged (collectively, Inventions). Service Provider agrees to disclose promptly, in writing, all Inventions made, developed, or conceived during the “Work Product”) term of any SOW. All such Inventions are and shall be a “work-made-for-hire” (as defined by the Copyright Act property of 1976 and all amendments thereto) for Client, its successors and assignsCUSTOMER. In the event that the Work Product (or any part thereof) is not deemed to be a “work-made-for-hire,” Company Service Provider hereby irrevocably automatically assigns to Client CUSTOMER all of its right, title title, and interest in any such Inventions, whether or not reduced to practice (which includes, without limitation, the right to sue and recover damages for any past infringement), and agrees to execute all patent applications, assignments, and other documents (at the expense of CUSTOMER), and to take all other steps necessary to vest in CUSTOMER the entire right, title, and interest in and to the Work Product in all forms, formatsthose Inventions, and media, whether now known in and to any patents obtainable in the United States and in foreign countries. • Pre-Existing Works. To the extent that Service Provider incorporates into any Deliverable pre-existing works or hereafter devised, in perpetuity throughout the world. In the event that all or any part of the Work Product cannot be assignedcode, then Company Service Provider hereby grants to Client an irrevocable, Customer a non-exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity in all forms, formats, and media, whether now known or hereafter devised (“License”). Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company hereby grants a nonexclusive, royalty-freeirrevocable, perpetual, irrevocable, transferable, sublicensable, worldwide license to fully exploit any such Background IP solely in connection with the Deliverables. Client agreement to any SOW that contemplates the use or license of Company Background IP shall constitute prior approval under this Sectionmake, and any improvements, enhancements, or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develophave made, modify, adapt, copy, distribute, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formatsworks, and mediaotherwise use and sell such work and code only with the Deliverable. Notwithstanding the foregoing, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowlService Provider retains its confidentiality and ownership of all pre-based food automation business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverables, work in process, existing works and other components that comprise the Deliverables or work in processcode and all enhancements and derivatives thereto.

Ownership of Deliverables. “Intellectual Property Rights” means any Owner and Developer intend that, except as set forth below, all rights associated with original workelements of all Deliverables shall be exclusively owned by Owner, including but not limited to copyrights, trademark and trade name rights and similar rights, trade secrets, patents Owner shall exclusively own all copyrights and all other intellectual property rights in the Deliverables. Accordingly, Developer agrees to assign and transfer and does hereby irrevocably assign and transfer to Owner any jurisdiction throughout and all right, title, and interest, including all copyright rights and other intellectual property rights, and all actions and causes of action related to the worldforegoing, and all damages, profits, and other recoveries related thereto, which Developer may have or acquire in and to any and all Deliverables. Except for any Background IP (Such rights, title, and interest shall be deemed assigned as defined below), all materials of the moment of creation without the necessity of any type created further action on the part of either party. Developer agrees to take all action and execute and deliver to Owner all documents requested by or on behalf of Client Owner in connection with the Services hereunder, including but not limited transfer and assignment of rights in and to the Deliverables to Owner, and Intellectual Property Rights contained there (collectivelyany copyright application for and registration of the Deliverables or any elements of the Deliverables. If the foregoing assignment is determined to be unenforceable for any reason, Developer hereby grants to Owner an exclusive, non-revocable, worldwide, fully paid, copyright license to sublicense through multiple tiers, perform, publish, display, reproduce, create derivative works of, and distribute any or all of the “Work Product”) are and shall be a “work-made-for-hire” (as defined by the Copyright Act of 1976 and all amendments thereto) for Client, its successors and assignsDeliverables or any derivative works thereof. In the event that any portion of any Deliverable, including the entirety thereof, constitutes a preexisting work for which Developer cannot grant to Owner the rights set forth in this Section 10 (a “Preexisting Work”), Developer shall specify in writing (1) the nature of such Preexisting Work; (2) its owner; (3) any restrictions or royalty terms applicable to Developer’s or Owner’s use of such Preexisting Work Product or Owner’s exploitation of the Deliverable as a derivative works thereof; and (4) the source of Developer’s authority to employ the Preexisting Work in the preparation of the Deliverable, and Developer shall grant to Owner a non-exclusive, non-revocable, worldwide, fully paid license to use the Preexisting Work in any manner consitent with this Agreement. The only preexisting works that may be used in the construction of the Website or any part thereof) is not deemed Deliverables are the Preexisting Works that may be approved in writing by Owner prior to be a “work-made-for-hire,” Company hereby irrevocably assigns to Client all right, title and interest in and to the Work Product in all forms, formats, and media, whether now known or hereafter devised, in perpetuity throughout the worldtheir use. In the event that for any reason, after reasonable effort, Developer fails to execute and deliver to Owner any document requested by Owner under Section 10.b of this Agreement, Developer hereby irrevocably designates and appoints Owner, and its officers and agents, as Developer’s attorney in fact, which appointment is coupled with an interest, to act for and in behalf of Developer to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement with the same legal force and effect as if executed by Developer. Developer hereby waives any and all claims, of any nature whatsoever, which Developer now or any part may hereafter have for infringement of the Work Product cannot be assigned, then Company hereby grants Deliverables assigned to Client an irrevocable, exclusive, royalty-free, fully-paid, fully-sublicensable and transferable license to use, develop, modify, create derivative works based on, combine with other works, market, sell, distribute, and otherwise exploit the Work Product throughout the world in perpetuity in all forms, formats, and media, whether now known or hereafter devised (“License”). Subject to prior approval and written agreement, Company may use and build upon certain of its pre-existing technology and intellectual property (collectively “Background IP”) as part of performing Services and any resulting Deliverables. In the event Company incorporates any Background IP into any Deliverable or if any Deliverable embodies or would otherwise infringe on any Background IP, Company hereby grants a nonexclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide license to fully exploit any such Background IP solely in connection with the Deliverables. Client agreement to any SOW that contemplates the use or license of Company Background IP shall constitute prior approval Owner under this Section, Agreement. Copyright Notices. Developer shall include on the Website any and any improvements, enhancements, all copyright or application specific modifications to Company Background IP will remain the exclusive property of Company. Client hereby grants Company a royalty-free, fully-paid, sublicensable and transferable license to use, develop, modify, create derivative works based on, or combine with other works (subject to the exclusion below), the Work Product in all forms, formats, and media, whether now known or hereafter devised; provided, however that Company may not use any Work Product and/or any combination thereof, which would directly compete with bowl-based food automation business of the Client. In the event of termination under Section 5, Company shall have the right to withhold Deliverables, Intellectual Property Rights, or any other support until full payment for the work in process is received. In no event will Company be liable for any claims related to or arising from Client’s improper use of the Deliverables, work in process, and other components that comprise the Deliverables or work in processnotices as requested by Owner.