American Home Shield 2010 Annual Report Download - page 239

prepare Derivative Works based upon, such Customer Group Materials, for the sole purpose of providing the Services pursuant to
the Agreement.
(c) Customer's and its Affiliates' trademarks, trade names and logos under which Customer and its Affiliates
market their services, together with Customer's and its Affiliates' copyrights and know-how (collectively, the "Customer Marks") are
the sole and exclusive property of Customer and/or its Affiliates. This Agreement does not convey any right to use the Customer
Marks except insofar as necessary to perform the Services under this Agreement.
10.5. Deliverables
(a) Service Provider agrees to provide the Customer Group with any and all technical information, computer
or other specifications (including source and object code), end user and programmer documentation, works of authorship or other
creative works or data, written, oral or otherwise expressed, relating to materials (i) delivered by Service Provider or any of its
employees, agents or subcontractors ("Service Provider Representatives") to Customer Group in fulfillment of its obligations under a
Transaction Document, Change Order or other written agreement under the Agreement, or (ii),which are an enhancement to or
modification or derivative work of any of the Customer Software or Customer Business Applications (collectively, the
"Deliverables"). Deliverables do not include Service Provider Materials. Customer shall own all right, title and interest in and to the
Deliverables, including all Intellectual Property Rights therein, except as otherwise specified in the applicable "Deviations from
Terms of Master Agreement" Schedule.
(i) Service Provider expressly acknowledges that the Parties have agreed that all aspects of the
Deliverables and all work in process in connection therewith are to be considered "works made for hire" within the
meaning of the United States Copyright Act of 1976, as amended (the "Act"), and that Customer is to be the
"author" within the meaning of such Act. All such copyrightable Deliverables, as well as all copies of such
Deliverables in whatever medium fixed or embodied, shall be owned exclusively by Customer at its creation, and
Service Provider hereby expressly disclaims any interest in any of them. Customer hereby grants to Service
Provider a non-exclusive limited license during the Term to use, display, copy and make Derivative Works of the
Work Product solely for the purpose of providing the Services to Customer under the applicable Transaction
Document.
(ii) In the event (and to the extent) that the Deliverables created by Service Provider and its Service
Provider Representatives hereunder or any part or element thereof is found as a matter of law not to be a "work
made for hire" within the meaning of the Act, Service Provider hereby irrevocably conveys and assigns (and in the
case of Deliverables not yet developed, hereby covenants upon their development to irrevocably convey and
assign) to Customer the sole and exclusive right, title and interest in the ownership to all such Deliverables, and all
copies of any of them, without further consideration, and agrees to assist Customer to register, and from time to
time to enforce, all Intellectual Property
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