“Work Product” is one or more Deliverables provided to You as part of Our Professional Services as detailed under the “Custom Deliverables” section in a Statement of Work. Upon acceptance of any final Work Product by You, and receipt by Us of payment in full for all fees and expenses owed to Us pursuant to this Agreement, You will own the final Work Product, including customized software (or the latest iteration thereof), manuals, text, and graphics in their final form, subject to Our retained rights as provided in the paragraphs in this section entitled “Property Rights Retained by Us”; any copyright for any Work Product that is registered by You will only relate to and cover the final Work Product, manuals, and user instructions in their final form, as a compilation, and will in all respects be subject to the rights retained by Us. You will retain ownership, including in particular all copyrights, trademark rights, and other intellectual property rights, in all advertising or promotional materials, text, graphics, proprietary data, and proprietary information provided by You, as well as all data, information, text, and graphics that We develop specifically and exclusively for You for incorporation in the Work Product.
“Joint Work Product” is one or more Deliverables provided to You as part of our Professional Services as detailed under the “Joint Work Product Deliverables” section in a Statement of Work. You and We shall jointly own all right, title, and interest in and to the Joint Work Product. You and We shall have the right, subject to this Agreement and applicable law, to make, have made, use, offer to sell, sell, and import the Joint Work Product and freely exercise, transfer, assign, license, encumber, and enforce all of its rights in the Joint Work Product without the consent, joinder, or participation of, or payment or accounting to the other party. Each party unconditionally and irrevocably waives any right it may have under applicable law as a joint owner in the Joint Work Product to require such consent, joinder, participation, or payment or accounting. Each party will and does assign, license and otherwise transfer, and shall cause its Affiliates and Affiliates’ respective representatives to assign, license and otherwise transfer, to the other party and its permitted successors and assigns, without requirement of additional consideration, all such right, title and interest in and to the Joint Work Product and all other right, title, and interest that it may possess in the Joint Work Product as is necessary to fully effect the joint ownership thereof as provided in these paragraphs.