For purposes of this Agreement, “Work Product” shall mean the data, materials, audio, video, artistic works, and all works of authorship, including all worldwide intellectual property rights therein, created or developed by Contractor while retained by Client and that either (i) is created hereunder or (ii) has been or will be paid for by Client. All Work Product shall be considered work made for hire by Contractor and owned by Client. If any of the Work Product is not considered work made for hire by Contractor for Client, or if ownership of all intellectual property rights therein shall not otherwise vest exclusively in Client, Contractor hereby assigns to Client, without further consideration, the ownership of all worldwide rights, title and interest in all Work Product, including all copyrights, trade secrets, confidential information rights, patents and moral rights, and all other property rights. Contractor agrees to perform such further acts as may be necessary or desirable to transfer, perfect, and defend Client’s ownership of the Work Product that are reasonably requested by Client. Contractor agrees not to use any of the intellectual property mentioned above for the benefit of any other party without Client’s prior written permission.
Contractor grants to Client an irrevocable, nonexclusive, worldwide, perpetual, royalty-free license to: (i) use and distribute (internally or externally) copies of, and prepare derivative works based upon, any preexisting materials included in any materials delivered to Client by Contractor hereunder, and (ii) authorize others to do any of the foregoing.