Intellectual Property Rights Agreement

1. Inventions and Works

1.1 Work Product

1.1.1 Client Ownership of Work Product

Client shall own and have all right, title and interest in and to all Work Product, including all Intellectual Property Rights therein for any project or product as explicitly agreed to in the Engagement. Company acknowledges that Client and the assigns of Client shall have the sole and exclusive right to obtain, hold, and use all Work Product only for any project or product as explicitly agreed to in the Engagement.

1.1.2 Company Ownership of Work Product

Company shall own and have all right, title, and interest in and to all Work Product, including all Intellectual Property Rights therein for any project or product not provided, used, or supported in the Engagement. Client acknowledges that Company and affiliates of Company may, in the normal course of performing duties in the Engagement, encounter, handle, or otherwise be exposed to Client Intellectual Property and proprietary or confidential information; Company shall make every reasonable effort as required by this Agreement, the Engagement, and/or Federal, State, or other act of law to ensure the security and protection of Client information and property.

1.2 Work Product Supplement

1.2.1 Company Retention of Rights

Subject to the terms of the Agreement, Company retains any right, title, and interest it has in or to (i) all Work Product Supplement and all Intellectual Property Rights therein, (ii) all other Company Background IP, and (iii) all other Third Party Background IP.

1.2.2 Disclosure and Third Party Agreements

Before any Work Product Supplement is used in connection with the Services, Company shall have (i) informed the Client Project Manager of its intent to use any such Work Product Supplement, and (ii) entered into binding agreements with third parties that possess the requisite ownership, power, and authority with respect to such third party Intellectual Property Rights and third party software to transfer and/or license the rights to Client described and required to be transferred and/or licensed, and/or caused to be transferred and/or licensed, by Company to Client and/or its Affiliates pursuant to this Agreement. Company shall provide Client a copy of such agreements promptly upon its request.

1.3 General Provisions

1.3.1 Bankruptcy Code Protection

All rights and licenses granted under or pursuant to this Agreement, including licenses to Work Product Supplement and the Client Solution, shall be deemed to be, for the purposes of Section 365(n) of the United States Bankruptcy Code, licenses to rights in Intellectual Property. Accordingly, the licensee of such rights shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code. Upon the event of the commencement of bankruptcy proceedings by or against either Party under the Bankruptcy Code, the other Party shall be entitled to retain all such rights and licenses granted under or pursuant to this Agreement.

1.3.2 Company Rights to Perform Services

Derivative Works licensed to Client shall not be construed as to include anything not derived directly from or incorporating Client Intellectual Property. Company retains all rights, licenses, and privileges to works derived without Client Intellectual Property and/or not derived in connection with the Engagements. Notwithstanding any other language, nothing in this Agreement shall be construed to limit Company from performing related or similar Services for other customers, individuals, or organizations so long as those Services do not incorporate or depend on any Client Intellectual Property.

2. Ownership of Work Product (Company-Owned Model)

Unless otherwise expressly stated in the Engagement, all work product, deliverables, inventions, discoveries, designs, developments, and materials that are created, made, developed, or reduced to practice by Company, including its employees or contractors, in the course of performing the Services under this Agreement or any Engagement shall be and remain the sole and exclusive property of Company. Company shall own all rights, title, and interest, including all intellectual property rights, including patents, copyrights, trade secrets, etc., in and to such Work Product. To the extent any Work Product may not automatically be deemed owned by Company, Prime Contractor hereby irrevocably assigns and agrees to assign, and shall cause its personnel to assign, to Company any and all rights it may have in such Work Product.

3. License to Use Deliverables

Company grants Prime Contractor a perpetual, non-exclusive, non-transferable, royalty-free license to use, copy, and internally distribute the Work Product deliverables provided under this Agreement, solely for Prime Contractor’s internal business purposes and/or to fulfill its obligations to the applicable Beneficial Client. This license includes the right to allow the Beneficial Client to use the deliverables for its internal purposes as intended by the Engagement, provided that the Beneficial Client is bound by confidentiality and use restrictions at least as protective as those herein, and that Prime Contractor remains responsible for any breach by the Beneficial Client. No ownership of, or implied license to, any Work Product or to any of Company’s pre-existing intellectual property is granted to Prime Contractor or any third party except as explicitly set forth in this Agreement or Engagement. All rights not expressly granted are reserved by Company.

4. Pre-Existing Intellectual Property

Each Party retains ownership of all intellectual property that it owned or developed prior to the Effective Date of this Agreement or outside the scope of this Agreement. If any of Company’s Background IP is incorporated into or necessary for use of the Work Product, Company hereby grants Prime Contractor, and its Beneficial Client, as applicable, a license to use that Background IP solely in connection with the use of the Work Product as permitted above. Incorporation of Company’s Background IP into deliverables does not transfer ownership of such Background IP to Prime Contractor. Likewise, any of Prime Contractor’s Background IP provided to Company remains Prime Contractor’s property, and Company is granted a license to use it solely for purposes of performing the Services for Prime Contractor.

5. Alternate IP Ownership Model (Work for Hire)

To the extent that Consultant has received payment as provided herein, any Work Product created in conjunction with the Services will be deemed a “commissioned work” and “work made for hire” to the greatest extent permitted by law. “Work Product” shall only be construed to include information that contains or relies on Confidential or proprietary information of Prime Contractor or its client. Nothing in this Agreement shall prevent Consultant from performing similar or identical services for any other client. Each Party retains full ownership of its own Confidential Information and all material contributions it makes to any Work Product, and each grants the other Party a perpetual, worldwide license to use any portions of the Work Product as delivered, as each Party deems appropriate. This alternate clause, used in one agreement, effectively assigns certain deliverables to the client when they include the client’s information, but also grants mutual broad license rights, rather than defaulting all IP to the Company.

6. Feedback

If Prime Contractor or its end-client provides Company with any suggestions, feedback, or ideas regarding improvements to Company’s services or deliverables, Company shall be free to use and incorporate such Feedback without restriction or obligation. All such Feedback is provided voluntarily and, even if incorporated into Company’s products or services, shall not grant Prime Contractor any rights in those products or services.

7. Licenses During the Term

During the Term, Client grants to the Company a nonexclusive, worldwide license for the sole purpose of providing the Services (i) to make, have made, use, practice, execute, reproduce, display, perform, operate, distribute, modify, develop, personalize and create Derivative Works or Improvements from the Confidential Information and other Intellectual Property Rights owned by or licensed, if allowable under said license, to Client and provided by Client to the Company, its Consultants and/or its subcontractors to facilitate the performance of the Services by the Company, its Consultants and/or its subcontractors, and (ii) to sublicense, if approved in accordance with the , its subcontractors to do any of the foregoing for the sole purpose of performing the Services.