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<br />7. INTEllECTUAL PROPERTY RIGHTS
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<br />The Foundation will be the sole and exclusive owner of any and all inventions,
<br />discoveries, developments, designs, innovations, information, trade secrets, plans,
<br />reports, presentations, software, source code, applications, marketing and other
<br />materials, and works of authorship that are conceived, developed or made by the
<br />Contractor alone or in conjunction with any other person or entity during the term of this
<br />Agreement and that (1) are developed using the Foundation's resources, equipment,
<br />supplies, facilities, trade secrets, or time, or (2) result from Contractor's performance of
<br />the Services (collectively, the "Intellectual Products").
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<br />Contractor will promptly make full written disclosure to the Foundation all Intellectual
<br />Products created or developed by Contractor (solely or jointly with others). As a
<br />material condition to this Agreement, and the payments Contractor is receiving under
<br />this Agreement, Contractor hereby assigns all of Contractor's right, title, and interest in
<br />the Intellectual Product throughout the universe in perpetuity in all media, whether now
<br />known or later devised, and in all copyrights, patents, mask work rights, trade secrets,
<br />database rights or other intellectual property rights, however denominated. Contractor
<br />waives any so-called "moral rights" in the Intellectual Product and agrees to waive and
<br />not assert any so-called "moral rights" against the Foundation. Contractor will execute
<br />all papers, including patent applications, invention assignments, and copyright
<br />assignments, and will otherwise assist the Foundation (at the Foundation's expense) to
<br />perfect its rights to the Intellectual Products. Contractor irrevocably appoints the
<br />Foundation as Contractor's attorney-in-fact with authority to execute, on behalf of
<br />Contractor, all papers necessary to perfect the Foundation's rights in the Intellectual
<br />Products
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<br />Contractor grants to the Foundation a non-exclusive, perpetual, world-wide, royalty-free,
<br />irrevocable license (with the right to sublicense) to use any intellectual property that
<br />Contractor uses in rendering the Services or that Contractor incorporates into any work
<br />produced in rendering the Services, including but not limited to any inventions,
<br />discoveries, innovations or works of authorship that were conceived and owned by
<br />Contractor prior to the term of this Agreement.
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<br />8. THIRD PARTY RIGHTS
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<br />Contractor represents and warrants that Contractor is not under any existing obligation
<br />in conflict with this Agreement and has not granted any rights or licenses to any
<br />intellectual property or technology that would conflict with the Foundation's rights or
<br />Contractor's obligations under this Agreement. Contractor warrants that Contractor has
<br />the right to disclose or use all ideas, processes, techniques, intellectual properties and
<br />other information, if any, that Contractor will disclose to the Foundation or use in the
<br />performance of the Services, without liability to any third party.
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<br />Contractor will not knowingly infringe upon any copyright, patent, trade secret or other
<br />property right of any third party in the performance of the Services and will not disclose
<br />or otherwise make available to the Foundation in any manner any confidential
<br />information received by Contractor from third parties if doing so would violate
<br />Contractor's obligations to the third parties.
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