Transfer (Assignment) of Copyright

Full copyright transfer

License Terms & Conditions

9.1 Assignment of Copyright

Upon receipt of full payment of all Costs due under this Agreement, Innov8 Digital Media (CogniTech Systems LTD) hereby irrevocably assigns, transfers, and conveys to the Client all right, title, and interest in and to the Content and Deliverables, including all Intellectual Property Rights therein, throughout the world in perpetuity. This assignment includes, without limitation:

1. All copyright and related rights in the Content and Deliverables;
2. The right to register the copyright in the Client's name;
3. All rights of reproduction, distribution, adaptation, derivation, display, performance, and all other rights of whatever kind pertaining to the Content and Deliverables;
4. All existing and future rights in all media and formats, whether now known or hereafter developed.

9.2 Moral Rights

To the fullest extent permitted by law, Innov8 Digital Media (CogniTech Systems LTD) hereby irrevocably waives all moral rights in respect of the Content and Deliverables to which Innov8 Digital Media (CogniTech Systems LTD) is now or may at any future time be entitled under the laws of any jurisdiction. In cases where such a waiver is not legally permissible, Innov8 Digital Media (CogniTech Systems LTD) agrees not to assert such moral rights against the Client or its licensees, assignees, or successors in title.

9.3 Further Assurances

Innov8 Digital Media (CogniTech Systems LTD) agrees to execute any documents and take any actions reasonably requested by the Client to evidence, perfect, maintain, or enforce the Client's ownership rights in the Content and Deliverables. If the Client is unable, after reasonable effort, to secure Innov8 Digital Media (CogniTech Systems LTD)'s signature on any document needed to apply for, prosecute, or enforce any Intellectual Property Rights in the Content and Deliverables, Innov8 Digital Media (CogniTech Systems LTD) hereby designates the Client as its attorney-in-fact with full power of substitution to execute such documents and take such actions in Innov8 Digital Media (CogniTech Systems LTD)'s name.

9.4 Exceptions to Assignment

Notwithstanding the foregoing, the assignment in clause 9.1 specifically excludes:

1. Intellectual Property Rights in any concepts, methodologies, tools, techniques, processes, or know-how owned or developed by Innov8 Digital Media (CogniTech Systems LTD) prior to or independently of the Services provided under this Agreement;
2. Intellectual Property Rights in any Third Party Materials incorporated into the Content and Deliverables, which shall remain subject to the terms of their respective licenses;
3. Intellectual Property Rights in any behind-the-scenes footage and photographs as set out in clause 20, which shall remain the exclusive property of Innov8 Digital Media (CogniTech Systems LTD);
4. The Edit Files, which shall remain the property of Innov8 Digital Media (CogniTech Systems LTD).

9.5 License Back to Innov8 Digital Media

The Client grants to Innov8 Digital Media (CogniTech Systems LTD) a non-exclusive, worldwide, royalty-free license to use the Content and Deliverables for Innov8 Digital Media (CogniTech Systems LTD)'s portfolio, promotional, marketing, and demonstration purposes, and for submission to design, advertising, and other competitions or awards. Any such use shall be subject to appropriate industry standards.

9.6 Third Party Materials

With respect to any Third Party Materials incorporated into the Content and Deliverables, Innov8 Digital Media (CogniTech Systems LTD) shall:

1. Identify all such Third Party Materials to the Client prior to their incorporation into the Content and Deliverables;
2. Procure for the Client all necessary licenses, permissions, and rights to use such Third Party Materials as part of the Content and Deliverables; and
3. Provide the Client with copies of all relevant license agreements or terms governing the use of such Third Party Materials.

9.7 Representations and Warranties

Innov8 Digital Media (CogniTech Systems LTD) represents and warrants that:

1. It has the full right, power, and authority to assign the rights assigned in this clause 9;
2. The Content and Deliverables are original works created by Innov8 Digital Media (CogniTech Systems LTD) or its properly engaged subcontractors;
3. The Content and Deliverables do not infringe upon the Intellectual Property Rights of any third party;
4. There are no claims, encumbrances, or liens on the Content and Deliverables that would affect the rights granted to the Client under this Agreement.

9.8 Effect of Non-Payment

Until full payment of all Costs has been received by Innov8 Digital Media (CogniTech Systems LTD), all Intellectual Property Rights in the Content and Deliverables shall remain the property of Innov8 Digital Media (CogniTech Systems LTD), and the Client shall not use the Content and Deliverables for any purpose other than review and approval.

9.9 Survival

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