Intellectual Property Rights Clause

1. Ownership of Intellectual Property

1.1 Pre-Existing Intellectual Property

Each party shall retain all rights, title, and interest in and to any intellectual property created, developed, or acquired by such party prior to the execution of this Agreement, or developed independently of this Agreement ("Pre-Existing IP"). No license or right to such Pre-Existing IP is granted by implication or otherwise, except as expressly set forth in this Agreement.

1.2 Work Product

All inventions, discoveries, improvements, works of authorship, software, code (whether source or object), data, documentation, know-how, and other materials made, conceived, reduced to practice, or developed by a party in the course of performing obligations under this Agreement (collectively, "Work Product"), to the extent such Work Product is specifically commissioned or developed for the client party under this Agreement, shall be the sole and exclusive property of the client party.

1.3 Assignment

The service provider party hereby assigns to the client party all of its right, title, and interest in and to the Work Product, including all associated patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein. The service provider party agrees to execute any further documents and provide reasonable assistance necessary to perfect, register, or enforce the client party's rights in the Work Product.

2. License Grants

2.1 License to Client Party

If the Work Product incorporates any Pre-Existing IP of the service provider party, the service provider party hereby grants to the client party a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, distribute, and create derivative works of such Pre-Existing IP solely for the purpose of using the Work Product.

2.2 License to Service Provider Party

The client party hereby grants to the service provider party a non-exclusive, non-transferable, royalty-free license to use any of the client party's Pre-Existing IP provided to the service provider party solely for the purpose of performing obligations under this Agreement.

3. Third-Party Intellectual Property

Neither party shall incorporate any third-party intellectual property (including open-source software) into the Work Product without the prior written consent of the other party. Any permitted third-party software shall be subject to its own license terms, and the service provider party shall provide the client party with a list of all such third-party licenses prior to delivery of the Work Product.