Full copyright transfer
9.1 Subject to payment in full of all monies due to Innov8 Digital Media LTD by the Client in accordance with the Agreement and the Client’s compliance with the terms of the Agreement, and save as provided for in clauses 2 and 9.3.2, Innov8 Digital Media LTD shall assign, by way of present and future assignment with full title guarantee to the Client all Intellectual Property Rights in the Deliverables excluding any Input Materials and the Edit Files for use in the Applications.
9.2 The Client acknowledges that the Edit Files reflect the know-how, methodology and intellectual capital that Innov8 Digital Media LTD has developed or acquired prior to performing the Services. As a result, the Intellectual Property Rights in the Edit Files are to be retained by Innov8 Digital Media LTD, subject to clause 2.2. If the Client wishes to acquire an assignment of all Intellectual Property Rights in the Edit Files, such acquisition shall be subject to payment of a fee and separate terms to be agreed by the parties.
9.3 Where a third party has rights in any Deliverables, such as in Third Party Materials, Innov8 Digital Media LTD shall notify the Client in writing:
9.3.1 whether an assignment to the Client of the relevant proposed Third-Party Materials can be obtained and the cost of obtaining it; and
9.3.2 if an assignment of the relevant proposed Third-Party Materials cannot be obtained or the Client does not agree to the proposed cost of an assignment, the cost of obtaining a licence of such materials for the Client’s use of the Content in connection with the Applications noted in the Statement of Work.
9.4 Following Innov8 Digital Media LTD’s notice, pursuant to clause 2, the Client shall notify Innov8 Digital Media LTD in writing whether Innov8 Digital Media LTD is required to obtain an assignment (if available) or whether the Client wishes to be granted a licence directly from that particular third party. If Innov8 Digital Media LTD is to obtain an assignment the provisions of clause 9 apply. If the Client wishes to be granted a licence directly from that third party, then Innov8 Digital Media LTD will assist the Client in obtaining such licence directly from that particular third party. The Client shall be responsible for paying the costs of such assignment or licence, and any legal costs reasonably required to secure such rights, as appropriate.
9.5 Innov8 Digital Media LTD hereby waives the benefits of any provision of law relating to so-called "moral rights" (including without limitation any rights of Innov8 Digital Media LTD under section 77 to section 85 inclusive of the Copyright Designs and Patents Act 1988) and any similar laws of any jurisdiction in relation to the Deliverables. Innov8 Digital Media LTD further agrees to procure the waiver of all such rights in favour of the Client and its successors in title by all persons engaged or employed by Innov8 Digital Media LTD and who contribute to the Content and to whom such rights may accrue.
9.6 The Client shall own or be entitled to grant Innov8 Digital Media LTD the right to use the Intellectual Property Rights in the Input Materials. The Client hereby grants Innov8 Digital Media LTD a non-exclusive, worldwide, irrevocable, royalty free licence to copy, amend, publish, distribute and use the Input Materials solely to the extent necessary for the purpose of providing the Services. The Client warrants and undertakes that use by Innov8 Digital Media LTD in accordance with the terms of the Agreement shall not infringe the Intellectual Property Rights or any other rights of any third party.