Reservation of Property Rights

Table of Contents:

• License Grant

• Software

• New Developments

Reservation of Property Rights

License Grant

The following exemplars clarify that all rights not expressly granted are reserved by the licensor:

Exemplar C61B-1

Except as expressly set forth above, nothing contained in this Agreement shall be construed:

(i) as granting, by implication, estoppel or otherwise, a license to any intellectual property, know-how or trade secrets; or

(ii) as a warranty or representation by Vendor and/or its Affiliates as to the validity or scope of any patent rights licensed hereunder; or

(iii) as imposing any obligation to file any patent application, to secure any patent or to maintain any patent in force; or

(iv) as conferring any license or right to copy or imitate the appearance and/or design of any product of Vendor or any of Vendor’ Affiliates; or

(v) conferring any right upon Customer and/or its Affiliates to use in advertising, publicity or otherwise, any trademark or trade name, or any contraction, abbreviation or simulation thereof, of Vendor and/or its Affiliates; or

(vi) as imposing on either Party any obligation to instigate any suit or action for infringement of any of the Licensed Patents or to defend any suit or action brought by any third party which challenges or relates to the validity of any such patents. Customer shall have no right to instigate any such suit or action for infringement of any of the Licensed Patents, nor the right to defend any such suit or action which challenges or relates to the validity of any such Licensed Patents.

Exemplar C61B-2

All rights not expressly granted in this Agreement are reserved by Contractor. No additional licenses or rights are granted by implication, exhaustion, estoppel or otherwise.

Exemplar C61B-3

EXCEPT AS PROVIDED HEREIN, NO OTHER LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER INTELLECTUAL PROPERTY RIGHTS IS GRANTED TO THE RECIPIENT.

Exemplar C61B-4

Sale of any Product or Services by Seller does not confer upon Customer or any third party a license, by implication, estoppel, or otherwise, under any of Seller’s patents or copyrights, including without limitation any license to combine any Product designed by Seller and furnished hereunder with any other product or to modify any Product designed by Seller and furnished hereunder.

Software

In the context of software licenses, the parties may clarify that the software is licensed per licensing terms, and is not sold such that title or ownership of the software is conveyed to the licensee:

Exemplar C61B-5

As between Seller and Buyer, the Software, and all worldwide intellectual property rights therein, are the exclusive property of Seller and its suppliers, as the case may be. All rights in and to the Software not expressly granted to Buyer in this Agreement are expressly reserved by Seller. The Software is licensed, not sold, for use only under the terms of this Agreement. This Agreement does not grant Buyer title to the Software or any copies thereof. Buyer shall not remove or alter any copyright or other proprietary rights notices provided on the Software.

Exemplar C61B-6

Vendor licenses and does not sell the Software or Documentation. Terms such as “purchase, “sell” and similar terms refer solely to the purchase or sale of licenses to access and use the Software. Vendor and its licensors retain all right, title and interest in, to and arising out of the Services Program or the Products including but not limited to all derivatives, improvements, modifications, updates and upgrades thereof, and all Intellectual Property Rights therein. Except for the express licenses and rights granted by Vendor hereunder, Vendor and its licensors reserves all rights, title and interests in and to the Software, Documentation and Services. Vendor may us all suggestions, comments for enhancements or functionality or other feedback Customer provides to Vendor with respect to the Products or Services Program as Vendor sees fit without obligation or restriction of any kind, other than its obligations of confidentiality as set forth in this Agreement.

New Developments

The section entitled “Intellectual Property Ownership” [C44] contains exemplars that definitively assign between the parties ownership of new developments created under the parties’ contract. In the following exemplars, by contrast, the parties agree to reserve all proprietary rights regarding such new developments:

Exemplar C61B-7

Except as expressly prescribed above, all rights in Contractor Materials and all copies thereof are reserved by Contractor. No license is granted directly or indirectly under any invention, discovery, patent, copyright or other intellectual or industrial property right now or in the future held, made, obtained or licensable by either party to this Agreement.

Exemplar C61B-8

Nothing in this Agreement shall be construed as granting Contractor, expressly or impliedly, any license or conveying any intellectual property of Customer (either existing before or developed under this Agreement), or other rights in Customer’s products, including but not limited to, any patent, copyright, or trademark rights.