Assignment of Intellectual Property

Vendor hereby irrevocably assigns and agrees to assign to Client, with effect from the moment of creation, all right, title, and interest in and to all copyright and other intellectual property rights in the Deliverables and in all work product authored or created by Vendor or its personnel in the course of performing the Services (collectively, the "Assigned IP"). The parties acknowledge that, under applicable Indian law (Indian Copyright Act 1957 s.17, s.18, s.19), copyright in a work created by an independent contractor vests in the contractor absent an express written and signed assignment, and that payment of the fees, standing alone, does not transfer copyright. This clause is intended to effect such express present assignment of existing rights and present assignment of rights in works to be created. Vendor shall, promptly upon Client's reasonable request and at Client's expense, execute confirmatory assignments and any further documents reasonably required to perfect, record, or evidence the assignment in any jurisdiction. To the extent any Assigned IP qualifies as a "work made for hire" under U.S. law (17 U.S.C. s.101), it shall be so treated; to the extent it does not, this assignment governs. Vendor represents that the Assigned IP will be original to Vendor or properly licensed and will not, to Vendor's knowledge, infringe the intellectual property rights of any third party, subject to USI_IP_03. Vendor further represents and warrants that it owns or has secured all rights necessary to make this assignment, free and clear of any lien or competing right, and that it has obtained from its Personnel and Subcontractors the assignments and moral-rights covenants described in USI_IP_05.