American Home Shield 2010 Annual Report Download - page 238

Group Derivative Works and the intellectual property rights practiced and/or embedded in such Derivative Works (collectively the
"Service Provider Materials"). Service Provider hereby grants to the members of the Customer Group the following license rights
with respect to the Service Provider Materials:
(a) a worldwide, internal, non-exclusive, non-transferable, fully paid-up license during the Term to use,
execute, reproduce (as necessary to support the Customer Group's authorized use of such Service Provider Materials), display,
perform and distribute (internally within the Customer Group, and to the Third Parties and Affiliates described in paragraph
(b) below), such Materials and to the extent necessary for the exercise of such license in such Service Provider Materials, all
Intellectual Property Rights: (i) on which such Service Provider Materials so licensed depend, (ii) that are practiced by and/or
incorporated into any such Service Provider Materials and/or the Customer Group Derivative Works by Service Provider or its
subcontractors (i.e., developed by Service Provider and/or its subcontractors), or (iii) that are necessary for the use and maintenance
of any such Service Provider Materials and/or such Customer Group Derivative Works, in each case solely in the internal business
operations of the Customer Group (the "Customer Business") by the Customer Group as necessary and/or appropriate for receipt and
use of the Services by the Customer Group; and
(b) the right to sublicense to Third Parties and Affiliates of the Customer Group, at no charge, to do any of the
foregoing as necessary and/or appropriate for the members of the Customer Group to receive and use the Services in the Customer
Business; provided, that any such Third Party and Affiliate has first executed agreements as required by this Agreement, to protect
Service Provider's intellectual property rights in such Materials including confidentiality provisions.
Such licenses include an obligation for Service Provider to deliver all such Materials upon request by Customer but only to
the extent such delivery is reasonably necessary and/or appropriate for receipt and use of the Services by the Customer Group.
10.4. Customer Group Materials
(a) The members of the Customer Group shall be the sole and exclusive owners of (i) all Materials owned by
the members of the Customer Group as of the Original Effective Date, (ii) all Materials, the ownership of which is acquired by the
members of the Customer Group from Third Parties after the Original Effective Date, (iii) all Materials developed by the members of
the Customer Group after the Original Effective Date, including United States and foreign intellectual property rights practiced by
and/or incorporated in such Materials, and (iv) all the Customer Group Derivative Works including all United States and foreign
intellectual property rights practiced by and/or incorporated in such Derivative Works, whether or not jointly developed with Service
Provider and/or its subcontractors (collectively, "Customer Group Materials").
(b) Customer hereby grants to Service Provider and the Approved Subcontractors a worldwide, fully paid-up,
non-exclusive license during the Term to use, execute, reproduce, display, perform, distribute copies of, maintain, modify, enhance,
and
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