definiens: as that term is define d in the United States Copyright Act ( 17 U.S.C. § 101 ) ( excl uding any METRICS Technology and METRICS Improvements ), ( iii ) METRICS hereby assigns to COMP ANY any and all of METRICS ' right, title, and inter est in and to such Work Product and original works of a uthorship ; ( iv ) METRICS reasonably shall cooperate with COMPANY, at COMPANY 's sole cost and expense, in con nection with any effort by COMPANY to obtain patent protection as may be available for such Work Produc t, including by executing all applications for pate nts and/or copyrights, domestic and foreign, assignments and o ther papers necessary to secure and enforce rights related to the Work Product . Notwithstanding any other provisi ons of this Agreement to the contrary, METRICS may withhold the provision of any Deliverables and Work Product under this Agreement in the event of defau lt of payment by COMPANY of any undisputed amounts due an d owing to METRICS in accordance with this Agreement