system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
"""
acknowledges that its identity is a material condition that induced Licensor to enter into this Agreement. Any attempted action in violation of the foregoing shall be null and void ab initio and of no force or effect, and shall result in immediate termination of this Agreement. In the event of a permitted assignment hereunder, this Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted assigns. 9. Miscellaneous. Section 9.1. Notice. Any notices herein shall be deemed to have been duly given if (i) delivered or delivered by facsimile, when received, (ii) sent by U.S. Express Mail or recognized overnight courier, on the following business day or (iii) delivered by electronic mail, when received: 4 Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019 LICENSOR: Morgan Stanley Investment Management Inc. 1585 Broadway New York, NY 10036 Attention: [·] Facsimile: [·] Email: [·] LICENSEE: Morgan Stanley Direct Lending Fund 1585 Broadway New York, NY 10036 Attention: [·] Facsimile: [·] Email: [·] Section 9.2. Integration. This Agreement contains the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings (including, without limitation, any prior agreements between Licensee and Licensor), with respect thereto. Section 9.3. Amendments. Neither this Agreement, nor any terms hereof, may be amended except in an instrument in writing executed by the parties. Section 9.4. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK CITY FOR THE PURPOSE OF ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT. Section 9.5. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT. LICENSEE AGREES THAT LICENSOR WOULD BE IRREPARABLY HARMED BY ANY BREACH OF THIS AGREEMENT BY LICENSEE THAT HARMS THE BRAND, AND THAT LICENSOR MAY (IN ADDITION TO ITS OTHER RIGHTS AND REMEDIES HEREIN) SEEK TEMPORARY, PRELIMINARY OR PERMANENT INJUNCTIVE RELIEF (INCLUDING SPECIFIC PERFORMANCE) TO ENJOIN OR PREVENT ANY SUCH BREACH, WITHOUT POSTING BOND OR OTHER SECURITY. Section 9.6. No Waiver; Cumulative Remedies. No failure or delay by a party to exercise any right hereunder, in whole or in part, shall operate as a waiver thereof. The parties' rights and remedies herein are cumulative and not exclusive of any other rights and remedies provided by applicable Law. Section 9.7. Costs and Expenses. Each party shall bear its own costs and expenses (including the fees and disbursements of counsel) incurred in connection with the negotiations and preparation of this Agreement. Section 9.8. Section Headings. The section headings in this Agreement are for convenience only and shall not affect its interpretation. This Agreement shall be construed as if it were drafted jointly by the parties. 5 Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019 Section 9.9. Counterparts. This Agreement may be executed in counterparts. PDF or facsimile signatures shall serve as originals to bind the parties to the Agreement. Section 9.10. Severability. Any provision of this Agreement that is held to be invalid or unenforceable shall not invalidate or render unenforceable any other provision hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 6 Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019 IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first written above. MORGAN STANLEY DIRECT LENDING FUND a Delaware corporation By: Name: Title: MORGAN STANLEY INVESTMENT MANAGEMENT INC. a Delaware corporation By: Name: Title: [Signature Page to Trademark License Agreement] Source: MORGAN STANLEY DIRECT LENDING FUND, 10-12G/A, 11/19/2019
"""

Extract the exact clause related to "Joint Ip Ownership" from the excerpt above.

assistant: Not found.