Business Exclusive 10 Years

Exclusive, Worldwide, 10 Years

License Terms & Conditions

9.1 Exclusive License Grant

Upon receipt of full payment of all Costs due under this Agreement, Innov8 Digital Media (CogniTech Systems LTD) grants to the Client an exclusive, worldwide license to use the Content and Deliverables for a period of ten (10) years from the Acceptance Date (the "License Period"). During the License Period, Innov8 Digital Media (CogniTech Systems LTD) shall not license, sell, or otherwise make available the Content or Deliverables to any third party.

9.2 Scope of License

During the License Period, the Client shall have the exclusive right to:

1. Use the Content and Deliverables for the Applications specified in the Statement of Work;
2. Publish, distribute, and display the Content and Deliverables through any medium worldwide;
3. Prevent any third party, including Innov8 Digital Media (CogniTech Systems LTD), from using the Content and Deliverables commercially during the License Period.

9.3 License Expiration

Upon expiration of the License Period:

1. The exclusive license granted in clause 9.1 shall automatically convert to a non-exclusive license;
2. Innov8 Digital Media (CogniTech Systems LTD) shall be free to license, sell, or otherwise make available the Content and Deliverables to third parties;
3. The Client may continue to use any Content and Deliverables already published or distributed prior to the expiration of the License Period;
4. Any new uses or distribution of the Content and Deliverables by the Client after the License Period shall require a new license agreement with Innov8 Digital Media (CogniTech Systems LTD).

9.4 License Extension

The Client may extend the License Period for additional terms by providing written notice to Innov8 Digital Media (CogniTech Systems LTD) at least 180 days prior to the expiration of the then-current License Period and paying the applicable extension fee as specified in the Statement of Work or as otherwise agreed between the parties.

9.5 Ownership of Intellectual Property

Notwithstanding the exclusive license granted in clause 9.1:

1. Innov8 Digital Media (CogniTech Systems LTD) retains ownership of all Intellectual Property Rights in the Content and Deliverables;
2. This license does not constitute a transfer of ownership of any Intellectual Property Rights in the Content or Deliverables;
3. During the License Period, Innov8 Digital Media (CogniTech Systems LTD) may use the Content and Deliverables for its portfolio, awards, and self-promotional purposes only, provided such use does not compete with the Client's use and is not initiated until 12 months after the Acceptance Date.

9.6 Restrictions

The Client shall not:

1. Assign, sublicense, or transfer the rights granted under this clause 9 without the prior written consent of Innov8 Digital Media (CogniTech Systems LTD);
2. Use the Content or Deliverables in any way that is defamatory, obscene, or otherwise unlawful;
3. Modify or create derivative works based on the Content or Deliverables without prior written permission from Innov8 Digital Media (CogniTech Systems LTD).

9.7 Third Party Materials

The license granted in this clause 9 excludes any Third Party Materials incorporated into the Content or Deliverables, which shall remain subject to the terms of their respective licenses. Innov8 Digital Media (CogniTech Systems LTD) shall inform the Client of any restrictions associated with Third Party Materials.

9.8 Behind-the-Scenes Content

For the avoidance of doubt, the license granted in this clause 9 does not extend to any behind-the-scenes footage or photographs, which shall remain the exclusive property of Innov8 Digital Media (CogniTech Systems LTD) as set out in clause 20.

9.9 Enhanced Market Exclusivity

In consideration of the extended ten-year License Period:

1. Innov8 Digital Media (CogniTech Systems LTD) shall not create substantially similar Content for the Client's direct competitors in the same industry and geographic market as specified in the Statement of Work;
2. Innov8 Digital Media (CogniTech Systems LTD) shall not use any techniques, styles, or creative approaches specifically developed for and uniquely associated with the Client's Content for any other client during the License Period;
3. The Client shall have the first right of refusal on any related content opportunities that build upon or extend the concepts established in the Content.

9.10 Technological Obsolescence

If during the License Period, technological changes render the original format of the Content or Deliverables obsolete or substantially diminished in utility, Innov8 Digital Media (CogniTech Systems LTD) will, upon the Client's request and at a mutually agreed reasonable fee, convert or adapt the Content to a then-current format, provided such conversion is technically feasible.

9.11 Renewal Option

At the fifth anniversary of the License Period, the Client shall have the option to review the terms of this license, with both parties acting in good faith to address any substantial market changes affecting the value of the Content and Deliverables.

9.12 Survival

The provisions of this clause 9 shall survive the termination or expiration of this Agreement.