definiens: as defined in § 101 of the 1976 Copyright Act ( as amended ), and all rights, title and interest in and to such Improvements and Developments hereby is and s hall be transferred to and vested in [COMPANY] without any additional compensation to Supplier or its Personnel . In the event that any Improvements or Developments do not qualify to be Work Made For Hire, Supplier hereby irrevocably transfers, assigns and conve ys, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to such Improvements or Developments to [COMPANY], at no cost to [COMPANY], free and clear of any liens and encumbrances, and Supplier agrees to execu te, and shall cause its Personnel to execute, all documents necessary, in [COMPANY] ’s discretion, to do so . All such assignments shall include, but are not limited to, those relating to existing or prospective copyrights, patent rights and all other intellectua l property rights in any country