American Home Shield 2010 Annual Report Download - page 242

10.7. Obligations Regarding Materials
(a) Legends. The Parties shall reproduce copyright, patent and other legends which appear on any portion of
the Service Provider Materials or the Customer Materials, as applicable, and any Materials owned by any and all Third Parties.
(b) No Exclusion. The Agreement shall not preclude Service Provider from developing materials or providing
services which are competitive with the Customer Materials, except to the extent any of the same may infringe or use any of the
Customer Group's Intellectual Property Rights (including the Deliverables, except as otherwise provided in Section 10.5).
(c) No Implied Licenses. Neither the Agreement nor any disclosure made hereunder grants any license to
either Party under any Intellectual Property Rights of the other Party, except for the licenses expressly granted under the Agreement.
10.8. Knowledge Capital
Nothing in this Agreement will preclude Service Provider from marketing, developing or using for itself or others,
services or products that are the same as or similar to those provided to the Customer Group by Service Provider pursuant to this
Agreement, as long as such services or products do not include any Customer Software, Customer Company Information, Customer
Data or Customer Group Company Information.
10.9. Limitation on Grants of Rights
Any ownership or license rights herein granted to either Party in the Agreement are limited by and subject to any
Intellectual Property Rights owned by, and terms and conditions of any license agreements with, applicable Third Party Providers
(excluding Service Provider and its Affiliates and its or their permitted subcontractors); provided, however, to the extent any of the
Materials (including all Intellectual Property Rights embodied therein) are not owned by or licensed to the Party with an obligation to
grant a license or transfer ownership of such Materials to the other Party (as described in this Section 10), the Party with the obligation
to grant such license or transfer such ownership shall take such action as shall be necessary or required to fulfill such obligations and
promptly and timely grant such license or transfer such ownership.
10.10. Assignment
To the extent ownership of any of the Materials (including all Intellectual Property Rights therein) is not, by
operation of law, vested in the Party to which ownership has been granted (as described in this Section 10), each Party agrees to, and
to cause its Affiliates to (and with respect to Service Provider, cause Service Provider's subcontractors to) assign and hereby assigns,
without further consideration, the ownership of all right, title and interest in such Materials (including all other Intellectual Property
Rights embodied therein) to the other Party and shall execute such other documents, including patent assignments, and shall provide
such additional information, all as may be reasonably necessary to permit the assignee Party to obtain and perfect in its own name all
Intellectual Property Rights therein and thereto.
39