ate to give full and proper effect to such assignment and to vest in CLIENT complete title and owner- ship to such Work Product, including execution and delivery of instruments of conveyance necessary to obtain legal protection in the United States and foreign countries for such Work Product and for the purpose of vesting title thereto in CLIENT, or its nominee..
Uncompany shall retain no rights to use the Work Product created by it or any candidate on behalf of CLIENT and Uncompany agrees not to and shall cause its candidates not to challenge the validity of CLIENT’s ownership of the Work Product created by it or any candidate.
In general, the Work Product shall not include any third party material. If any third party material is to be included in the Work Product then candidate shall make CLIENT aware of such third party material upon initial presentation so that CLIENT may secure the appropriate third party licenses to use such third party materials in the Work Product. CLIENT shall pay for any third party licenses and shall be re- sponsible for maintaining such licenses both during and after the Term.
All pre-existing or non-customized inventions, discoveries, innovations, improvements, materials, soft- ware processes or procedures used, created or developed by Uncompany or Candidate in the general conduct of Uncompany’s or Candidate’s business and/or obtained, created or developed by Uncompa- ny or Candidate outside of the scope of this Agreement or any Statement of Work shall be owned ex- clusively by Uncompany or Candidate (“Other Property”). To the extent Other Property is incorporated into the Work Product, Uncompany and Candidate hereby grant to CLIENT a non-exclusive, royalty-free license to use, transmit, and display such Other Property solely as incorporated into the Work Product pursuant to this Agreement and the applicable SOW during the Term.
The provisions of this Section shall survive any expiration or termination of this Agreement.
"Confidential Information" means any information, technical data, or know-how of CLIENT including, but not limited to, that which relates to product or satisfaction surveys, questionnaires, research, data, algorithms, formulae, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, marketing, pricing or finances, whether or not marked, desig- nated, or otherwise identified as “confidential”. Confidential Information does not include information, technical data or know-how that: (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records immediately prior to the time of disclosure; or (ii) pri- or or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; or (iii) is approved by the disclosing party, in writing, for release; or (iv) the receiving party is required to disclose pursuant to a valid order of a court or other governmental body; provided, however, that the receiving party shall first have given notice to the dis- closing party and shall give the disclosing party a reasonable opportunity at disclosing party’s cost to interpose an objection or obtain a protective order requiring that the Confidential Information so dis- closed be used only for the purposes for which the order was issued. Without limiting the generality of the foregoing, Confidential Information includes any reports or documents created by the receiving par- ty that include, summarize or refer to the disclosing party’s Confidential Information disclosed hereun- der (“Notes”). It is expressly agreed between CLIENT and Uncompany that the following information will be deemed to be Confidential Information upon first conveyance: the pricing, capabilities, technical descriptions relating to CLIENT’s released or unreleased products or services; the marketing and pro-