Agreement between undersigned and Upstream Population Health Ltd. Co. (“Upstream”), the company that owns and manages Serve Well Institute℠ and TheServeWell.com.
1. Ownership of Submitted Materials. Undersigned agrees that the submitted work (“Submitted Work”) will be the sole and exclusive property of Upstream. Undersigned hereby irrevocably transfers and assigns to Upstream, and agrees to irrevocably transfer and assign to Upstream, all right, title and interest in and to your Submitted Work, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”) therein. At Upstream’s request and expense, Undersigned will assist and cooperate with Upstream in all respects and will execute documents, and, subject to the reasonable availability of Undersigned, give testimony and take such further acts reasonably requested by Upstream to enable Upstream to acquire, transfer, maintain, perfect and enforce its Intellectual Property Rights and other legal protections for the Submitted Work. Undersigned hereby appoints the officers of Upstream as Undersigned’s attorney-in- fact to execute documents on behalf of Undersigned for this limited purpose. To the fullest extent permitted by applicable law, Undersigned also hereby irrevocably transfers and assigns to Upstream, and agrees to irrevocably transfer and assign to Upstream, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Undersigned may have in or with respect to any of your Submitted Work, during and after the term of this Agreement. “Moral Rights” mean any rights to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right as called or generally referred to as a “moral right.”
To the extent that Undersigned owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Upstream of the rights assigned to Upstream under this Agreement (collectively,
“Related Rights”), Undersigned hereby grants or will cause to be granted to Upstream a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Upstream to exercise all of the rights assigned to Upstream under this Agreement.
2. Representations and Warranties. Author represents and warrants that Author has the full legal right, power and authority to grant the license provided for herein to Upstream, and that Author owns or controls all rights to the Materials including the copyrights for the purposes contemplated in this Agreement, and neither the Materials nor the exercise of the rights grated herein shall infringe upon or violate the rights of privacy or rights of publicity of any person or entity, or libel or slander any person or entity or violate any person’s or entity’s rights.
3. Indemnification. Author shall indemnify, defend and hold harmless Upstream and its affiliates, its licensees, successors and assigns, and each of its officers, agents and employees from all liabilities or losses, including, without limitation, reasonable attorneys’ fees, arising out of or related to Upstream’s exercise of the rights granted herein.
4. Governing Law. This Agreement shall be governed by the laws of the State of Texas. In any action by the undersigned for breach of any provision hereunder, the undersigned agrees that its exclusive remedy shall be an action at law for damages and in no event shall the undersigned be entitled to injunctive or any other equitable relief. This agreement contains the parties’ entire understanding relative to its subject matter. Nothing in this contract shall limit or restrict any rights otherwise enjoyed by Upstream under law or contract.
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