Disclosure. Vendor will promptly disclose in writing to Cellular Sales all works, products, discoveries, developments, designs, innovations, improvements, inventions, formulas, processes, techniques, know-how and data (whether or not patentable, and whether or not at a commercial stage, or registrable under copyright or similar statutes) which are authored, made, conceived, reduced to practice, or learned by Vendor and any other Service Provider (either alone or jointly with others) as a result of performing the Services, including any concepts, ideas, suggestions, and approaches related thereto or contained therein (collectively, the “Innovations”).
Works Made for Hire. The Services have been specially ordered and commissioned by Cellular Sales. To the extent any Innovation includes materials subject to copyright, Vendor agrees that the Services are done as “work made for hire” as that term is defined under U.S. copyright law, and Cellular Sales will own all copyrights in any such Innovations.
Assignment. To the extent any Innovation may not, by operation of law, constitute “works made for hire,” Vendor hereby assigns and agrees to assign to Cellular Sales, without royalty or any other consideration except as expressly set forth herein, all worldwide right, title, and interest Vendor may have or acquire in and to (i) any such Innovations, including materials incorporating such Innovations (“Materials”); (ii) all worldwide patents, patent applications, copyrights, mask work rights, trade secrets rights, and other intellectual property rights in any Innovations; and (iii) any and all “moral rights” or right of “droit moral” (collectively “Moral Rights”) that Vendor may have in or with respect to any Innovations. To the extent any Moral Rights are not assignable, Vendor waives, disclaims, and agrees that Vendor will not enforce such Moral Rights. Vendor agrees that such assignment shall extend to all languages and include the right to make translations of the Materials and Innovations. Additionally, Vendor agrees, at no charge to Cellular Sales, (i) to sign and deliver to Cellular Sales (either during or subsequent to Vendor’s performance of the Services) such documents as Cellular Sales considers desirable to evidence the assignment of all rights of Vendor described above to Cellular Sales, and (ii) to sign and deliver to Cellular Sales any document necessary to apply for, register, prosecute, or enforce any patent, copyright or other right or protection relating to any Innovations in any country of the world.
Representations and Warranties. Vendor represents and warrants to Cellular Sales that (a) Vendor has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Cellular Sales; (b) in performing under this Agreement, Vendor will not violate the terms of any agreement with any third party; and (c) the Services and any related work product including without limitation Materials, Innovations, and Deliverables (as set forth or otherwise defined in any Work Order) are the original work of Vendor (or are provided pursuant to a legally enforceable license or similar agreement which authorizes Vendor to provide to Cellular Sales without any cost or expense to Cellular Sales other than as provided in the applicable Work Order) and do not and will not infringe upon, violate, or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party.
Vendor Innovations. To the extent that the Services incorporate into any Deliverable any Innovation which was either owned by or licensed to Vendor or any other Service Provider prior to the engagement to provide the applicable Services (“Vendor IP”), Vendor does hereby grant to Cellular Sales a nonexclusive, fully paid up, perpetual license to use, copy, modify, or create derivative works in and to such Vendor IP.
Survival. The obligations of Vendor set forth in this Addendum will survive any termination of this Agreement.