Subject to Clause 6.3, in consideration of the receipt by Bild of the Charges Bild assigns and transfers to Customer all its right, title and interest in and to its Intellectual Property Rights in the Deliverables (the “Assigned Rights”) absolutely, solely and exclusively, with effect from the date of receipt of full payment in accordance with Clause 5 of all the Charges that relate to such Deliverables, including:
(a) all goodwill, statutory, common law and equivalent rights around the world attaching to the Assigned Rights;
(b) the right to bring, make, oppose, defend, appeal proceedings, claims or actions and to obtain relief (and to retain any and all damages, account of profits or other financial sums recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights, whether occurring at any time before, on, or after the effective date of the assignment;
(c) the right to license the Assigned Rights to third parties;
(d) the right to combine the Assigned Rights with other works; and
(e) the right to reproduce, adapt, perform in public, issue copies of and/or otherwise communicate to the public, the Assigned Rights by any means (including the internet, multimedia, wireless and/or any other form of reproduction of sight), whether now known or created in the future.
6.2 Further assurance.
Bild shall, and shall use reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents that may reasonably be required for the purpose of giving effect to Clause 6.1, including registration of Customer as proprietor, registrant or applicant (as applicable) of the Assigned Rights.
6.3 Bild licence.
Bild hereby grants to Customer a non-exclusive, perpetual, fully-paid, worldwide licence to use any Bild Background Rights that are embodied in any Deliverables, with all the rights to use as set out in each case to the extent expressly agreed otherwise in the relevant Studio Booking Schedule.
6.4 Customer licence.
Customer hereby grants to Bild a non-exclusive, fully-paid, worldwide licence for the Term to use any Customer Background Rights that are contained in any Customer Materials provided by Customer to Bild, with all the rights to use, reproduce, modify, develop, host, distribute (directly or indirectly) publicly perform, broadcast, stream, communicate to the public, sell, rent and carry out all other acts that may be required for Bild to provide the Services under the Studio Booking Schedule . Bild may sub-license the licence granted by this Clause 6.4 to any of its Affiliates, Bild Personnel and any other third parties in the course of providing the Services, but Bild may not otherwise sub-license, assign or transfer such licence.
6.5 Moral rights.
Bild shall procure that the authors of any works that are the subject of the Assigned Rights waive any and all moral rights that may arise in such works under Part I, Chapter IV of the Copyright, Designs and Patents Act 1988 (and any and all equivalent rights arising under similar legislation in jurisdictions outside the United Kingdom) to the maximum extent possible under Applicable Law.
Save to the extent permitted by Applicable Law or as may be reasonably required to perform its obligations under a Studio Booking Schedule , Customer shall not disassemble, decompile or reverse-engineer any works and materials in which the Bild Background Rights arise without Bild’s prior written consent.
6.7 Reservation of rights.
All rights not expressly granted by a Party in a Studio Booking Schedule are expressly reserved. Notwithstanding any other provision of a Studio Booking Schedule:
(a) any and all Bild Background Rights shall remain the property of Bild, its Affiliates or their third party licensors as the case may be; and
(b) any and all Customer Background Rights shall remain the property of Customer, its Affiliates or their third party licensors as the case may be.