Intellectual Property Agreement

INTELLECTUAL PROPERTY AGREEMENT

(For Master Purchase Agreement)

This Intellectual Property Agreement (the “IPA”) is entered into by and between Gen Digital Inc. and its affiliates as identified in any Order (“Gen”) and the seller and provider of any Solutions as identified in such Order (“Provider”) if the Provider is engaged to develop, design, improve, or otherwise work on software, code, or any other technology Solutions or deliverable for or on behalf of Gen. This IPA shall be effective as of the effective date of the Master Purchase Agreement (“MPA”) by and between Gen and the Provider which shall occur on the earlier of Provider’s written, electronic, click-through or similar acceptance of the MPA, or on Provider’s provision of any Solutions to Gen which provision shall be deemed to be and relied on as Provider’s affirmative acceptance of the MPA as the governing and superseding document, in satisfaction of all contractual and legal requirements (the “Effective Date”). Capitalized terms have the meaning as defined herein or in the MPA. In the event of any conflict or inconsistency between this IPA and the MPA, the terms of the This IPA will govern and control. 

1.   Intellectual Property

(a)   Deliverables. Provider understands and agrees that, to the extent permitted by law, all work, papers, reports, documentation, drawings, images, product or service ideas, computer programs including their source code and object code, rights in databases, prototypes and other materials (collectively, “Deliverables”), including, without limitation, any and all such Deliverables generated and maintained on any form of electronic media, that Supplier generates, either alone or jointly with others, under its MPA with Gen will belong to Gen, including any and all copyrights in any and all such Deliverables. In the event that any portion of the Deliverables should be deemed not to be owned by Gen, Provider hereby assigns, conveys, transfers and grants to Gen all of its right, title, and interest in and to the Deliverables and any copyright therein, and agrees to cooperate with Gen in the execution of appropriate instruments assigning and evidencing such ownership rights. Provider hereby waives (in favor of Gen and its successors, assigns and licensees) and agrees never to assert against Gen or its licensees any claim or right under moral rights to object to Gen’s copyright in or use of the Deliverables or use of any Pre-Existing Works or Personal Invention licensed to Gen under this IPA.

(b)   Inventions. Provider hereby assigns and agrees to assign to Gen all of its right, title, and interest in and to any device, method, process, discovery or other invention, and any improvements thereon (each an “Invention”), whether patentable or not, that Provider or its Personnel make, conceive or suggest, either alone or jointly with others, while providing services to Gen (“Assigned Inventions”). Any Assigned Invention and any information pertaining thereto not generally known to the public shall be deemed Confidential Information, as that term is defined in the MPA, and shall be subject to the use and disclosure restrictions therein.

(c)    Pre-Existing Works. Provider owns its Confidential Information and its products, software, materials, tools, technology and know-how, and all intellectual property rights therein, that are independently created or obtained by Provider other than for Gen (collectively, “Pre-Existing Works”). For any Pre-Existing Works provided to Gen, and for any Deliverables where ownership does not fully vest with Gen for any reason, Provider hereby grants Gen a worldwide, royalty free, fully paid, irrevocable right and unrestricted license in and to such Pre-Existing Works and Deliverables for Gen’s business purposes, and without accounting or obligation of any kind to Provider. “Deliverables” means all work product and results of services that are created or generated for or on behalf of Gen in the course of providing Solutions to Gen, including without limit all Gen data as input and output by any software Solutions, and any reports or analysis that contain Gen Confidential Information.

(d)   Personal Inventions. Inventions that Provider or its Personnel develop entirely on its or their own time without using Gen’s equipment, supplies, facilities, or proprietary information, and that do not relate to Gen’s business or result from work performed for Gen under the MPA (“Personal Inventions”), do not belong to Gen. If Provider believes it or its Personnel have created Personal Inventions during term of the MPA with Gen, Provider must inform Gen. Provider hereby agrees not to incorporate, or permit to be incorporated, Personal Inventions in any Assigned Inventions, Deliverables or Gen product or service in the course of performance of the MPA. Notwithstanding the foregoing, if, in the performance of the MPA with Gen, a Personal Invention is incorporated into any Assigned Invention, Deliverables, or Gen product or service, then you hereby grant to Gen, under all applicable intellectual property rights, an irrevocable, perpetual, worldwide, transferable, royalty-free, fully paid-up license to make, have made, modify, use, offer to sell, sell, import, export, reproduce, prepare derivative works of, perform, display, distribute and otherwise exploit such Personal Invention, including the right to sublicense these rights to others.

(e)   Disclosure of Inventions. Provider hereby agrees to disclose promptly all Inventions to Gen and to perform, during and after the MPA, all acts deemed necessary or desirable by Gen to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Inventions. This includes getting any necessary acts, licenses, assignments or other documentation from Provider’s Personnel or contractors. Such acts may include, without limitation, the execution and delivery of documents and the provision of assistance or cooperation in legal proceedings. In addition, Provider hereby irrevocably designates and appoints Gen and its duly authorized officers and agents as its agent and attorney in fact, to act for and in Provider’s behalf and stead to execute and file any such applications and to perform all other lawfully permitted acts to further the securing of Gen’s rights in and to the Inventions.

2.   Independent Contractor Status. Provider acknowledges and agrees that its relationship, and that of any of Provider’s Personnel, with Gen is that of an independent contractor. This IPA does not constitute a contract of employment with Gen, does not state or imply that Provider’s Personnel are entitled to any employment benefits, and does not obligate Gen to engage Provider’s Personnel for any particular period of time.

3.   Notification. Provider hereby authorizes Gen, during and after termination of the MPA with Gen, to notify third parties, including, but not limited to, actual or potential customers or employers, of the terms of this IPA and Provider’s responsibilities hereunder.

4.   Remedies. This IPA is intended to supplement, and not to diminish, any rights Gen may have in law or equity with respect to the protection of its trade secrets and other intellectual property rights. The meaning, effect, and validity of this IPA will be governed by the laws of the applicable jurisdiction specified in the MPA. You recognize that a threatened or actual breach of this IPA will cause Gen irreparable harm and, therefore, in the event of any violation or threatened violation of this IPA by you, in addition to other remedies Gen may have, Gen will have the right to seek an immediate injunction and the right to recover its reasonable attorney’s fees and court costs incurred to enforce this IPA.

5.   Survival. Providers must continue to abide by certain terms of this IPA and MPA even after the termination of the MPA. Those terms are contained in sections 1, 3, 4, 5, and 6 of this IPA, and sections 3 (Confidentiality), 7 (No Publicity; Trademarks), and 10 (Ownership and License to Pre-Existing Works) of the MPA, which shall survive termination of this IPA for any reason whatsoever.

6.     General. No waiver of any right or remedy relating to this IPA will be binding on Gen unless in writing and signed by an authorized representative of Gen. This IPA may not be modified or changed except in a writing signed by Provider and an authorized representative of Gen. In the event one or more provisions of this IPA are held to be unenforceable under applicable law, such provisions shall be excluded from this IPA and the remainder of the IPA shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. This IPA contains all the terms of Provider’s understanding with Gen regarding the subject matter herein and supersedes any previous oral or written communications with Gen regarding the same. Except as otherwise provided in this IPA, this IPA, and the rights and obligations of the parties hereunder, will bind and benefit the parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Gen may assign any of its rights and obligations under this IPA. Provider is not entitled to assign or delegate this IPA or any of its rights or obligations hereunder, whether voluntarily or by operation of law, except with the prior written consent of the Gen.

Provider has read and understands and accepts the obligations provided herein without reservation. Provider understands this IPA is entered into as a condition of the MPA with Gen if Provider is engaged to develop, design, improve, or otherwise work on software, code, or any other technology Solutions or deliverables for or on behalf of Gen under the MPA.