In the event this Order entails development work by Supplier for Buyer, then as a part of the consideration for this Order, and with no further costs to Buyer, any and all copyrights, designs, design rights, patents, trademarks, and all other intellectual property developed, made, conceived, and/or reduced to practice by Supplier for Buyer, in any manner connected with Supplier's performance of such development work (individually, or collectively, the "Works"), are works made for hire and shall exclusively belong to Buyer. Supplier shall have no rights, title, license, or interest in such Works, and hereby irrevocably assigns, conveys, and otherwise transfers to Buyer all rights, title, and interest in and to the Works at that moment in time when the Works are created. Without limiting the foregoing, Supplier represents and warrants that all of its employees and subcontractors have executed agreements to assign to Supplier all rights in intellectual property developed within the scope of employment or during the course of their work for Supplier, and Supplier covenants that, to the extent any of its employees and subcontractors have not executed such agreements, Supplier will obtain such agreements upon request of Buyer to include terms acceptable to Buyer. Supplier represents and warrants that it has the full power and authority to assign, convey, and otherwise transfer, all such transferred rights, title, and interest in the Works. Supplier shall assist Buyer to obtain and enforce, for Buyer's benefit, all patents, copyrights, and/or other property rights covering the Works in any and all countries, or, if applicable, worldwide. Supplier shall execute, when so requested by Buyer (or its authorized agents, representatives, or counsel), any and all patent, copyright, or similar applications, and/or assignments to Buyer, or any and all lawful documents for which Buyer deems necessary for it to secure, protect, and enforce its rights to the Works. If Buyer is unable to secure Supplier's signature on, or to, any document that Buyer requires in order for it to apply for, execute, or enforce any patent, copyright, or intellectual property right with respect to the Works, for any reason whatsoever, then Supplier hereby irrevocably designates and appoints Buyer (and its duly authorized officers and agents) as its attorneys-in-fact with the power to act for Supplier and to execute and file any such documents, and/or to do all other lawfully permitted acts, in order to further the prosecution and/or issuance of patents, copyrights, or other rights with the same legal force and effect, as if executed, or taken, by Supplier. For any Works not capable of being assigned, as set forth in this Section, Supplier, as part of the consideration for this Order and without further cost to Buyer, agrees to grant and does hereby grant to Buyer an irrevocable, exclusive, royalty free, fully paid-up, worldwide, perpetual, and transferable license to use, sell, manufacture, and have manufactured any and all such Works and to freely use and disclose specifications of articles embodying such Works.
(ii) Supplier retains all rights to and interest in any intellectual property rights which pre-exist the effective date of this Order or which were authored or invented outside the scope of this Order (“Pre-existing IPR”). To the extent that Supplier uses or provides Buyer with any such Pre-existing IPR in the Products or Services provided to Buyer, Supplier grants to Buyer (including Buyer’s affiliates) a non-exclusive, perpetual, irrevocable, royalty-free, transferable, fully paid-up, worldwide right and license to use the Pre-existing IPR in any manner in connection with Buyer's business.
(iii) Nothing in this Order shall be construed as granting to Supplier any right under any Buyer intellectual property. Supplier shall not use or refer to any trade name, service mark, or trademark of Buyer, or refer to Buyer in any promotional activity or material, without Buyer’s prior written consent. Any violation of this Section shall be deemed a material breach of this Order.