Pre-existing and Third-Party IP; Open-Source

Each party retains all right, title, and interest in and to its intellectual property existing prior to the Effective Date or developed independently of this Agreement ("Pre-existing IP"). To the extent any Vendor Pre-existing IP or any third-party materials are incorporated into or necessary to use the Deliverables, Vendor hereby grants to Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, and distribute such Pre-existing IP and third-party materials solely as part of and in connection with the Deliverables. Vendor shall not incorporate into the Deliverables any third-party materials, including open-source software, except as disclosed to Client in writing together with the applicable license. Vendor represents that it will not incorporate any software licensed under terms that would (a) require the Deliverables or Client's proprietary code to be licensed, disclosed, or distributed in source form, (b) require that derivative works be made available at no charge, or (c) otherwise impose 'copyleft' or reciprocal obligations on Client's intellectual property (collectively, "Restrictive Licenses"), without Client's prior written consent. Vendor shall maintain and, on request, deliver an accurate inventory (bill of materials) of all open-source and third-party components included in the Deliverables, including component name, version, and license.