8. INTELLECTUAL PROPERTY AND OWNERSHIP OF MATERIALS:
Prior Intellectual Property Rights: Notwithstanding anything else in this Agreement, all intellectual property which one of the Parties has at its disposal prior to this Agreement shall remain the sole and exclusive property of such partyand shall remain confidential. Intellectual property shall include but not be limited to source codes, plans, drawings, concepts, branding materials, domain names, inventions, studies or prototypes. For example, the Developer retains the ownership of its source code and the Client retains ownership of its brand, logo, images, branding material and domain name. The Client shall have the right to use the source code by way of a license provided to it by the Developer and more fully described below.
Prepared Materials: In addition to the above, upon full payment of the Services, the Client shall become the exclusive owner of all rights, intellectual property and interest in or relating to all materials, including but not limited to webpages, domain names, texts, drawings, icons, images, pictures, charts and custom graphics, branding prepared by Developer for Client (the “Prepared Materials”). Effective at such time, Developer hereby waives all moral rights to the Prepared Materials and assigns and transfers any and all rights, title and interest that it may have in the Prepared Materials, including any rights under copyright law, to Client.
Developer Materials: The Prepared Materials do NOT include the following, as they remain the Developer’s materials (the “Developer Materials”): (i) the source code relating to the Web Site, and all specifications and documentation relating thereto, and all developments, updates and upgrades thereof as well as (ii) any items or materials that pre-existed this Agreement, that are not specifically designated as Prepared Materials or that are required software components (including but not limited to, scripts, applets, applications, programs, executable files, software, search engines, database management engines and multimedia components).
License: For the effective use of the Prepared Materials, upon full payment of the Services, Developer hereby gives Client a non-exclusive, worldwide, unlimited, irrevocable, royalty-free license to use, execute, display or perform any Developer Materials included or contained in the Prepared Materials.
Each party acknowledges and agrees that Developer may include the Website, the webpages or any of the other Prepared Materials in Developer’s portfolio, including a display on Developer’s website.