SSW Sydney Consulting - SSW Assignment of Intellectual Property Rights

This clause is in addition to the SSW Terms and Conditions located on the SSW Terms and Conditions.

1.1) In this clause "Intellectual Property Rights" means all intellectual or industrial property rights including without limitation patents, copyright, rights in designs, registered designs, trademarks, trade names and the right to have confidential information kept confidential and including any application made for or right to apply for registration of any of those rights.

1.2) Subject to clause 1.3, SSW agrees to assign to the Client the Intellectual Property Rights in all software generated by SSW for use by the Client (whether generated alone or with the Client, and whether by SSW employees or SSW contractors and whether during usual working hours or otherwise), subject to the exception herein provided.

1.3) The parties expressly acknowledge and agree that the foregoing provisions of this clause are conditional upon and subject to the following:

1.3)1. The provisions of clause 1 only apply to work and materials developed by SSW which work and materials are specific to the Client. Generic code and generic functions which were or are the original property of SSW during the term of this agreement shall remain the intellectual property of SSW and shall form part of SSWs standard code library.

1.3)2. For Intellectual Property Rights to pass the Client shall have paid all invoices of SSW raised and rendered in proper form for the work covered by the Agreement.

1.4) The provisions of this Clause shall operate notwithstanding the completion of all other things to be done under the Agreement, such as the provision of services or termination of this Agreement or of any other agreement between the parties.