Pre-existing and Third-Party IP; Open-Source (Vendor-Retained Work Product)

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 grants Client a license to use, reproduce, and modify such Pre-existing IP and third-party materials solely as part of and in connection with the Deliverables. That license is co-extensive with, and no broader than, the license to the Deliverables granted under the Intellectual Property Ownership and License section of this Statement of Work; where that section leaves a term to be confirmed, the corresponding term of this license is also to be confirmed. 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 to be licensed, disclosed, or distributed in source form beyond what the Parties have expressly agreed, (b) require that derivative works be made available at no charge, or (c) otherwise impose 'copyleft' or reciprocal obligations on either party'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.