Intellectual Property Provisions
RIGHTS IN THE FINAL DELIVERABLES
1.1. Final Works.
Upon completion of the Services, and expressly conditioned upon full payment of all fees, expenses, and costs due, Agency assigns to Client all of Agency’s Copyrights in and to the Final Works, including Trademarks, and Agency shall deliver to Client all Working Files related to the Final Works. Agency shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment, and Client shall reimburse Agency for Agency’s reasonable time and out-of-pocket expenses in connection therewith.
Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.
1.3. Client Content.
Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Agency a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Agency’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.
1.4. Third Party Materials.
Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Agency shall inform Client of all Third Party Materials to be procured by Agency that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Agency shall obtain a license for Client to use the Third Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Agency from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at Client’s request.
RIGHTS RESERVED TO AGENCY
2.1. Preliminary Works/Working Files.
Agency retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Agency all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.
2.2. Original Artwork.
Agency retains property ownership in any original artwork comprising Final Works, including all rights to display or sell such artwork. Client shall return all original artwork to Agency within thirty (30) days of completion of the Services.
2.3. Agency Tools.
Agency Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Agency. Agency hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s publisher, web hosting or Internet service providers), perpetual, worldwide license to use the Agency Tools solely with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Agency Tools comprising software or technology.