Personnel and Subcontractor IP Assignment (Chain of Title)

Vendor represents and warrants that, before any Personnel or Subcontractor contributes to the Services or the Deliverables, Vendor has obtained or will obtain from each such individual contributor a valid, written, signed present assignment to Vendor of all copyright and other intellectual-property rights in that contributor's contributions, together with an enforceable covenant not to assert moral rights and advance consent to modification on terms no less protective than those in USI_IP_02, in each case sufficient to enable Vendor to grant to Client the assignment in USI_IP_01 and the covenants in USI_IP_02. The parties acknowledge that, under applicable Indian law (Indian Copyright Act 1957 s.17), copyright in a work first vests in its author, and that the proviso vesting copyright in an employer applies only to a work made under a contract of service (employment) and not to a work made by an independent contractor or freelancer under a contract for service, for whom an express written assignment to Vendor is required; accordingly, Vendor's payment to a contributor, standing alone, does not vest copyright in Vendor. Vendor further represents that it holds, free and clear, all right, title, and interest necessary to make the assignment in USI_IP_01, and that no Personnel, Subcontractor, or other third party retains any right in the Deliverables that would impair Client's ownership. On Client's reasonable request, Vendor shall provide evidence of such assignments and covenants and, for material contributors and Subcontractors, copies of the executed instruments (redacted as to commercially sensitive terms). Vendor shall flow down to each Subcontractor obligations consistent with USI_IP_01, USI_IP_02, USI_IP_03, and this clause.