OF DEVELOPED WORK PRODUCT.
DEVELOPED WORK PRODUCT
SHALL BE MUTUALLY DESIGNATED AS SUCH IN CONNECTION WITH THE DAS STATEMENT OF
WORK OR AN ADDITIONAL STATEMENT OF WORK FOR ADDITIONAL SERVICES, PURSUANT TO
SECTION 6.5 ABOVE.
SUCH ADDITIONAL STATEMENT OF WORK WILL SPECIFY THAT THE
ADDITIONAL SERVICES ARE DEVELOPED WORK PRODUCT.
UNLESS OTHERWISE SPECIFIED IN
THE DAS STATEMENT OF WORK OR ADDITIONAL STATEMENT OF WORK, ALL DEVELOPED WORK
PRODUCT, SHALL BE OWNED EXCLUSIVELY BY NEXTEL AND, EFFECTIVE IN EACH CASE UPON
ITS CREATION, IS HEREBY ASSIGNED BY VENDOR TO NEXTEL.
VENDOR IS HEREBY GRANTED
A NON-EXCLUSIVE LICENSE TO SUCH DEVELOPED WORK PRODUCT SOLELY FOR PURPOSES OF
AND DURING THE TERM OF CARRYING OUT ITS DUTIES HEREUNDER DURING THE TERM.
TO
THE EXTENT THAT DEVELOPED WORK PRODUCT IS CREATED BY THE EMBEDDING OR COMPILING
OF VENDOR WORK PRODUCT WITH NEWLY CREATED DEVELOPED WORK PRODUCT, NEXTEL'S
OWNERSHIP INTEREST SHALL NOT EXTEND TO THE VENDOR WORK PRODUCT INCLUDED THEREIN,
BUT SHALL INCLUDE THE COMPILATION OR COMBINATION OF WORK PRODUCT THAT IS A PART
OF THE DEVELOPED WORK PRODUCT.
VENDOR ACKNOWLEDGES THAT NEXTEL DOES NOT INTEND
VENDOR TO BE A JOINT AUTHOR OF THE DEVELOPED WORK PRODUCT WITHIN THE MEANING OF
THE COPYRIGHT ACT OF 1976, AS AMENDED, AND THAT IN NO EVENT SHALL ANY DEVELOPED
WORK PRODUCT BE DEEMED TO HAVE BEEN DEVELOPED WITH THE INTENT THAT VENDOR BE A
JOINT AUTHOR THEREOF.
VENDOR HEREBY AGREES TO DELIVER TO NEXTEL ALL DEVELOPED
WORK PRODUCT (INCLUDING, AS TO ANY DEVELOPED WORK PRODUCT THAT CONSISTS OF
SOFTWARE, ALL SOURCE CODE AND DOCUMENTATION).
OTHER THAN THE RIGHTS GRANTED TO
NEXTEL IN SECTION 7.1.1 ABOVE, NEXTEL OBTAINS NO RIGHTS WHATSOEVER PURSUANT TO
THIS AGREEMENT TO VENDOR WORK PRODUCT EITHER IN CONNECTION WITH THE MANUFACTURE,
USE, SALE, OFFER FOR SALE OR IMPORTATION OF DEVELOPED WORK PRODUCT OR OTHERWISE,
AND NEXTEL HEREBY ACKNOWLEDGES THAT, OTHER THAN THE RIGHTS GRANTED TO IT IN
SECTION 7.1.1 ABOVE, IT HAS OBTAINED NO SUCH RIGHTS TO VENDOR WORK PRODUCT
PURSUANT TO THIS AGREEMENT.
7.1.3.
TREATMENT OF AND ACCESS TO NEXTEL DATA.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, NEXTEL SHALL BE AND REMAIN, AT ALL TIMES, THE
SOLE AND EXCLUSIVE OWNER OF THE NEXTEL DATA (INCLUDING ANY MODIFICATION,
COMPILATION, OR DERIVATIVE WORK THERE FROM AND ALL INTELLECTUAL PROPERTY AND
PROPRIETARY RIGHTS CONTAINED THEREIN OR PERTAINING THERETO) AND, EFFECTIVE IN
EACH CASE UPON THE CREATION AND SUCH ITEMS, VENDOR HEREBY ASSIGNS THE SAME TO
NEXTEL.
VENDOR IS HEREBY GRANTED A LICENSE TO USE AND
16
COPY THE NEXTEL DATA SOLELY FOR PURPOSES OF AND DURING THE TERM OF CARRYING OUT
ITS DUTIES HEREUNDER AND SOLELY TO THE EXTENT THAT VENDOR REQUIRES ACCESS TO
SUCH DATA TO PROVIDE THE SERVICES AS CONTEMPLATED BY THIS AGREEMENT DURING THE
TERM. VENDOR SHALL NOT COMMERCIALLY EXPLOIT THE NEXTEL DATA, OR DO ANY OTHER
THING THAT MAY IN ANY MANNER ADVERSELY AFFECT THE INTEGRITY, SECURITY OR
CONFIDENTIALITY OF SUCH ITEMS, OTHER THAN AS SPECIFIED HEREIN OR AS DIRECTED BY
NEXTEL IN WRITING.
7.2.
VENDOR OWNERSHIP.
EXCEPT AS PROVIDED IN SECTION