WeightWatchers 2015 Annual Report Download - page 143

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8
5.4 Ownership of Newly Developed Names or Marks. In the event that, as part of the collaboration among the Parties
described herein, one or more new names or marks is developed (whether or not actually used) (the “New Names”),
such New Names shall be owned by and shall be the sole and exclusive property of WW (or its designees, including
direct and indirect subsidiaries); and WW shall have the right to register and claim the New Names in any manner, in
any form and in any country, in its own name; provided, however, that any New Names shall thereupon be added to and
included within the definition of WW Marks hereunder (and subject to the license to OW hereunder) during the Term.
N
otwithstanding the foregoing, unless OW shall provide written approval, no use of the Oprah Marks or OW Image, nor
an
y
reference to OW indirectl
y
without use of the Oprah Marks or OW Ima
g
e, ma
y
be included in an
y
New Names.
5.5 Ownership of New Programs. In the event that, as part of the collaboration among the Parties described herein,
enhancements are made, new features are added, or new plans introduced as Weight Watchers Programs (the “New
Programs”), such New Programs shall be owned by and be the sole and exclusive property of WW (or its designees,
including direct and indirect subsidiaries); and WW shall have the right to register and claim any proprietary protection
(including patents, trademarks, copyrights and trade secrets) in the New Programs in its own name (or in the name of its
designees, including direct and indirect subsidiaries); provided, however, that any New Programs shall be added to and
included in the definition of the Weight Watchers Programs hereunder. Notwithstanding the foregoing, unless OW shall
provide written approval, no use of the Oprah Marks or OW Image, nor any reference to OW indirectly without use of
the Oprah Marks or OW Ima
g
e, ma
y
be included in an
y
New Pro
g
rams.
5.6 Ownership of Materials. Any trademarks, service marks, trade secrets, trade names, copyrights, design rights, patents or
similar proprietary right that may be created in or in connection with any Materials (including in connection with any
N
ew Names or New Programs), or otherwise under this Agreement, shall be the sole property of WW. OW shall do any
and all acts reasonably required by WW to confirm such ownership by WW and to preserve, maintain, protect and
enforce said rights, at WW’s cost. WW shall own, from inception, all Materials, and OW agrees to provide any and all
confirmation in writing as reasonably requested by or on behalf of WW to confirm such ownership by WW. All
Materials that qualify for treatment as “works made for hire” within the meaning of 17 U.S.C. Section 101, shall be
treated as such for the benefit of WW. To the extent that any portion of such Materials is not a work made for hire, OW
hereby completely, irrevocably and without reservation assigns to WW, all right, title and interest in and to such portion
of the Materials, as well as all related copyright, patent, trade secret and other proprietary rights therein. WW shall have
the full and unfettered right to secure copyright and trademark registrations in its own name for the Materials and any
versions or revisions thereof. Notwithstandin
g
the fore
g
oin
g
,