Except as expressly set forth to the contrary in a Work Order, prior to payment by Client to Company (Manoogian Media, Inc.) of the applicable Service Fee related to any Work Order, ownership of Inventions (as defined in the following sections) and related intellectual property rights associated with the Final Edit Versions (as defined below) of any deliverable delivered pursuant to such Work Order will be vested in the Company. Upon payment by Client to Company of the applicable Service Fee related to any Final Edit Versions of any deliverable delivered pursuant to any Work Order, ownership of Inventions and related intellectual property rights associated with such Final Edit Version of such deliverable delivered pursuant to such Work Order will be allocated as follows:
1. Inventions. All works of authorship, inventions, discoveries, improvements and information conceived, discovered, developed or otherwise made (as necessary to establish authorship, inventorship, or ownership) by Company, solely or in collaboration with others, solely as they relate to Final Edit Version of a deliverable delivered pursuant to such Work Order; that reflect or contain Client's Confidential Information; or that form all or part of a Final Edit Version of a deliverable provided as part of the Services; in each case of (a), (b), or (c) of this sentence whether developed as part of the Services or separately, but excluding Pre-Existing Works (as defined in Section 8.2) or Company Work Product (as defined in Section 8.3)(collectively, “Inventions”) will be the sole property of Client. Inventions that constitute copyrightable subject matter will be considered “works made for hire” to the extent permitted under the United States Copyright Act. To the extent that ownership of the Inventions does not by operation of law vest in Client, Company will assign (or cause to be assigned) and does hereby assign fully and irrevocably to Client all right, title, and interest in and to the Inventions, including all related intellectual property rights.
2. Pre Existing Works. If in the course of performing the Services, Company incorporates into any deliverable or Invention any other work of authorship, invention, discovery, improvement or information existing before the Effective Date that is owned or controlled by Company (a “Pre-Existing Work”) or Company Work Product (as defined in Section 8.3), Company will grant and does now grant to Client a nonexclusive, royalty free, perpetual, irrevocable, worldwide license to reproduce, manufacture, modify, distribute, use, import, and otherwise exploit the Pre-Existing Work or Company Work Product, as applicable, as part of or in connection with the deliverable or Invention.
3. Final Edit Versions. Unless otherwise specified in a Work Order, all deliverables set forth in any Work Order, subject to acceptance of such deliverable by Client pursuant to the terms of this Section 3, shall be delivered to Client containing all edits and adjustments deemed necessary by Company to satisfy the applicable acceptance criteria set forth in the applicable Work Order, if any (each such deliverable accepted by Client pursuant to the terms of this Section 3, a “Final Edit Version”). Notwithstanding anything contained herein to the contrary and unless otherwise specified in a Work Order, in connection with the performance of the Services associated with any Work Order Company shall only deliver to Client, and Client shall only retain ownership in, the Final Edit Version of any deliverable and ownership of all other intellectual property and work product (including, but not limited to any and all processes, techniques, formulas, analysis, strategies, tactics, methods, procedures, material(s) and footages created but not used in any deliverables such as outtakes and B-roll, and other operational instructions whether or not protectable under applicable law, that are created for Client by Company and whether they be created by independent contractors, employees or subcontractors of Company) associated with such deliverables (the "Company Work Product") shall be retained by Company.
4. Limited Publicity License. Unless otherwise specified in a Work Order, Client hereby grants to Company a non-revocable, non-exclusive, worldwide, royalty-free license to use the Client Brand and any Final Edit Version of any deliverable solely for the purpose of use in connection with the Company's physical or electronic portfolio and/or website that Company shows to other potential clients in the ordinary course of Company's business.