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with the
Contractor in its efforts to obtain available protection for
the Deliverables under domestic and foreign laws and to secure
such certifications registrations, or licenses as may be
appropriate for the better protection of the same in the United
Kingdom and/or the United States or any foreign country; and
(b) take such further action as the Contractor may reasonably
request (including, without limitation, execution of affidavits
and other documents) to effect, perfect or confirm the
Contractor’s ownership interests as set forth in this Section
9. The Company may make one (1) archival or backup copy of the
Deliverables. The Company shall not make any other copies
of any Deliverables, without the written permission of the
Contractor.9.2 The
Company's PropertyThe Company’s logos, trademarks, trade names,
copyright materials and the Company’s Pre-existing Work remain
the Company’s sole property. The Contractor agrees that
the service mark [i.e., “Company’s Web Site,”] uniform resource
locator (“URL”) [i.e., “www.Company.com”] and the IP numeric
equivalent will be obtained by and remain the sole property of
the Company. The Contractor agrees to identify the
Company’s trademarks, copyrights and other Intellectual
Property Rights in the Web Site by including appropriate
symbols and notices as reasonably requested by the
Company.9.3 License
GrantSubject to the terms and conditions of this Agreement,
each party (the "Owner") hereby grants the other a
non-exclusive, non-transferable (except with written permission
from the Owner), non-sub-licensable, worldwide license (i) to
use any third party software used by the Contractor or provided
to the Contractor by the Company or (ii) use, reproduce and/or
modify the Owner's property, as described above, solely in
connection with the operation of the Web Site. During the Term,
the Contractor agrees to deliver or provide any Deliverables to
any party listed in Section [7] of the Work Statement for use
in connection with the operation of any Internet Web sites
owned by such parties.9.4
LimitationsAll rights in and to the Deliverables and any other
items and materials delivered by the Contractor to the Company
which are not expressly granted to the Company under Section
9.3 above are reserved to the Contractor. Without limiting the
generality of the foregoing, the Company shall not, and shall
not assist, authorise or encourage any third party
to:9.4.1 use or transmit any Deliverables on
or to any other Internet Web site or network not owned by the
Contractor,9.4.2 reverse engineer, decompile,
disassemble any Deliverables or otherwise attempt to discover
any Source Code or trade secrets related to any
Deliverables;9.4.3 distribute, license, rent,
sell, lease or otherwise transfer any
Deliverables:9.4.4 modify or create
derivative works based on any Deliverables:
or9.4.5 remove; obscure or alter any notice
of copyright, trademark or other proprietary notices present on
or in any Deliverables.9.5
Confidential InformationEach party undertakes that, except as
provided in Clause 9.6 or as authorised in writing by the other
party, it shall, at all times during the continuance of this
Agreement and for five years after its
termination:-9.5.1 use its best endeavours to
keep confidential all Confidential
Information;9.5.2 not disclose any
Confidential Information to any other
person;9.5.3 not use any Confidential
Information for any purpose other than as contemplated by and
subject to the terms of this Agreement;9.5.4
not make any copies of, record in any way or part with
possession of any Confidential Information;
and9.5.5 ensure that none of its directors,
officers, employees, agents or advisers does any act which, if
done by that party, would be a breach of the provisions of
9.5.1 to 9.5.4 above.9.6
Either party may:-9.6.1 disclose any
Confidential Information to:-9.6.1.1 any sub-contractor or
supplier of that party;9.6.1.2 any governmental or other
authority or regulatory body; or9.6.1.3 any employee or officer
of that party or of any of the aforementioned persons;to such
extent only as is necessary for the purposes contemplated by
this Agreement, or as required by law, an in each case subject
to that party first informing the person in question that the
Confidential Information as confidential and (except where the
disclosure is to any such body as is mentioned in (ii) above or
any employee or officer of any such body) obtaining and
submitting to the other party a written undertaking from the
person in question, as nearly as practicable in the terms of
this Clause, to keep the Confidential Information confidential
and to use it only for the purposes for which the disclosure is
made and9.6.2 use any Restricted Information
for any purpose, or disclosure it to any other person, to the
extent only that it is at the date of this Agreement, or at any
time after that date becomes, public knowledge
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