definiens: means any and all ( i ) inve ntions, discoveries, works of authorship ( including without limitation computer software and related code and d ocumentation ), trademarks, service marks, trade sec rets, know - how, products, processes, materials, systems, tools, methodologies, technologies, and other intellectu al property created, conceived, reduced to practice, or otherwi se developed by or on behalf of, or otherwise obtai ned by or licensed by third parties to, METRICS as of the Eff ective Date ; ( ii ) improvements, derivative works, c ompilations, and other modifications of the foregoing in clause ( i ) created, conceived, reduced to practice, or oth erwise developed after the Effective Date outside of the c onduct of the Services ; and ( iii ) all patent, trade mark, copyright, trade secret, and other intellectual property right s ( collectively, ) in and to the foregoing in clauses ( i ) and ( ii ) . Without limiting the foregoing, shall include any standard software and related software technology i ndependently developed or otherwise improved by MET RICS, outside of the conduct of the Services