INTELLECTUAL PROPERTY RIGHTS
1. All Intellectual Property Rights in this Website and the Deliverables produced by Vatitude for the Clients or any other purpose shall be owned by the Vatitude absolutely.
2. Vatitude may at its sole discretion grant the Client a non-exclusive revocable royalty free license, coming into effect on payment of the Fees in full, to use any Intellectual Property Rights in the Deliverables for the purposes, in the territories and in respect of the products or services defined in the Proposal but shall be under no obligation to do so. For certain types of creative works (called “works for hire”), Client will own the Intellectual Property Rights of the Deliverables as long as Vatitude and the Client execute a written work-for-hire agreement.
3. The Client confirms that any material that the Client supplies to the Vatitude for use in the production of the Deliverables does not infringe the Intellectual Property Rights of any third party.
4.If any material that the Client supplies to the Vatitude for use in the production of the Deliverables involves the use of third party material or material containing third party Intellectual Property Rights, the Client shall secure such license as is necessary to allow the required use of the same and shall indemnify Vatitude and keep indemnified Vatitude against all or any claims, losses, expenses, proceedings, actions, awards, liabilities, costs (including legal costs on a full indemnity basis and increased administration costs) and any other losses and/or liabilities arising out of the Client’s use of intellectual property belonging to any third party and supplied to Vatitude for use in the performance of the contract or production of Deliverables.
5. Ownership of the Intellectual Property Rights shall remain vested in Vatitude unless and until any assignment or other disposition of the Rights is agreed between the parties in writing or is the work made for hire.
6. For the avoidance of doubt, where Vatitude makes any presentation to the Client which contains material which goes beyond the scope of the Proposal or Contract, the Client shall have no right to make use of any such material unless and until a separate contract is entered into between the parties.
7. Use of the Deliverables may involve the Client in continuing liability to third parties, for example for royalties, license fees, media buy and performance fees. Vatitude will endeavor to notify the Client of these as soon as practicable during the production process.
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