AS IT MAY BE ALTERED, MODIFIED OR FURTHER DEVELOPED, WHETHER OR NOT AUTHORIZED,
AND IP RIGHTS ASSOCIATED THEREWITH.
EACH DERIVATIVE WORK, INCLUDING PORTIONS
THEREOF AND ALL COPIES THEREOF, IN WHATEVER MEDIUM, FIXED OR EMBODIED, SHALL BE
CONSIDERED A "WORK MADE FOR HIRE" AND PHILIPS SHALL OWN ALL RIGHT, TITLE AND
INTEREST THEREIN.
MEDQUIST HEREBY ASSIGNS, AND UPON CREATION OF EACH DERIVATIVE
WORK AUTOMATICALLY AND IRREVOCABLY ASSIGNS, TO PHILIPS OWNERSHIP OF ALL OF
MEDQUIST'S RIGHT, TITLE AND INTEREST IN AND TO SUCH DERIVATIVE WORK INSOFAR AS
ANY SUCH DERIVATIVE WORK, BY OPERATION OF LAW, MAY NOT BE CONSIDERED A "WORK
MADE FOR HIRE" AND MEDQUIST HEREBY AGREES TO DISCLOSE TO PHILIPS ALL DERIVATIVE
WORKS PROMPTLY UPON CREATION DURING THE TERM OF THIS AGREEMENT.
MEDQUIST
RESERVES NO RIGHTS, WHATSOEVER, IN THE DERIVATIVE WORKS.
2.3.
MEDQUIST AGREES NOT TO EXCEED THE SCOPE OF THE
LICENSE GRANTED IN SECTION 2.1 AND SHALL NOT COPY (EXCEPT AS TECHNICALLY
NECESSARY TO USE THE LICENSED PRODUCT IN ACCORDANCE WITH THE LICENSE GRANTED),
ALTER, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO LEARN
ANY SOURCE CODE, STRUCTURE, ALGORITHMS OR IDEAS UNDERLYING THE LICENSED PRODUCT,
NOR SHALL IT MODIFY, TRANSLATE OR CREATE DERIVATIVE WORKS (OTHER THAN AS
EXPRESSLY PERMITTED HEREIN) BASED ON THE LICENSED PRODUCT, EXCEPT THAT NOTHING
IN THIS SECTION 2.3 SHALL PRECLUDE INTEGRATION OF THE LICENSED PRODUCT WITH
MEDQUIST'S TECHNOLOGY INFRASTRUCTURE AS CONTEMPLATED BY SECTION 3.1.
2.4.
WITHOUT LIMITING THE GENERALITY OF SECTION 2.2
HEREOF, PHILIPS IS BEING GRANTED FULL ACCESS TO (A) MODIFICATIONS TO THE
CONTEXTS GENERATED AUTOMATICALLY IN THE INFORMATION TECHNOLOGY INFRASTRUCTURE OF
MEDQUIST, (B) MEDICAL DOCUMENTS IN MEDQUIST'S POSSESSION AND (C) USER SOUND DATA
IN MEDQUIST'S POSSESSION.
PHILIPS SHALL ALSO HAVE THE RIGHT TO COPY, MODIFY AND
USE SUCH DATA UNDER CUSTOMARY CONFIDENTIALITY OBLIGATIONS IN ORDER FOR
4
PHILIPS TO IMPROVE EXISTING CONTEXTS AND GENERATE NEW ONES.
MEDQUIST WILL
RECEIVE SUCH CONTEXTS ON OR BEFORE THE DATE THAT THEY ARE GENERALLY MADE
AVAILABLE TO OTHER SUPPORTED LICENSEES OF PHILIPS.
IN ADDITION, MEDQUIST WILL
RECEIVE DURING THE TERM ON A QUARTERLY BASIS A ROYALTY OF 3.5 % (THREE AND A
HALF PERCENT) OF THE LICENSE FEES RECEIVED BY PHILIPS FROM OTHER LICENSEES FOR
EACH CONTEXT DEVELOPED ON THE BASIS OF SUCH ACCESS TO MEDQUIST'S SPECIFIC,
CONTEXT RELATED INFORMATION DESCRIBED IN THE FIRST SENTENCE OF THIS SECTION 2.4,
PROVIDED SUCH CONTEXT USES TEXT DATA FROM MEDQUIST
2.5.
MEDQUIST WILL NOT DELETE ANY TRADEMARKS, TRADE
NAMES OR COPYRIGHT NOTICES PRESENT IN OR DISPLAYED BY THE LICENSED PRODUCT.
NEITHER PARTY WILL CLAIM ANY RIGHT TO USE ANY OF THE TRADEMARKS OF THE OTHER
PARTY EXCEPT PURSUANT TO THIS AGREEMENT AND ITS USE OF EACH TRADEMARK WILL INURE
TO THE BENEFIT OF THE TRADEMARK-OWNING PARTY.
NEITHER PARTY (I) WILL ACT IN ANY
MANNER THAT MIGHT REASONABLY INJURE THE RIGHTS OR GOODWILL OF THE OTHER PARTY
WITH RESPECT TO THE OTHER'S TRADEMARKS, (II) WILL NOT CHALLENGE THE VALIDITY OR
OWNERSHIP OF THE OTHER'S TRADEMARKS, AND (III) WILL PROTECT THE OTHER'S
TRADEMARKS AS NECESSARY AND APPROPRIATE.
MEDQUIST EXPRESSLY ACKNOWLEDGES THAT