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15. INTELLECTUAL PROPERTY RIGHTS
A. Work Made for Hire. Webmaster hereby acknowledges and agrees that the content, Materials (and all copies thereof, including all photographs, video and audio tapes and negatives created hereunder), and any derivative works created by the Webmaster and used on Webmaster?s site shall be deemed ?works made for hire? by operation of law in light of Webmaster being an independent contractor of SITE and the works qualifying as a ?specially commissioned work.? To the extent that such content or Materials do not qualify as a ?work made for hire? by operation of law or otherwise, Webmaster hereby agrees to assign to SITE, and hereby does irrevocably grant, assign and transfer to SITE for no additional consideration, all rights, title and interests in and to the content and Materials (including all photographs, video and audio tapes and negatives created hereunder), including without limitation all copyrights (and derivative works generated therefrom), patent rights, trade secrets, know-how and all other proprietary rights in and to same, to the fullest extent permitted by law. Webmaster agrees to sign and deliver to SITE all documents as SITE considers desirable to evidence the assignment of all rights to SITE in and to such content and Materials. SITE retains the copyrights and all other intellectual property rights to all Materials provided to Webmaster for use on Webmaster?s site, along with all content created by Webmaster appearing on the Webmaster?s website.
B. Ownership. As between the parties, Webmaster acknowledges and agrees that all rights, title and interests in and to the content, Materials and all intellectual property rights therein and thereto (including all United States and foreign patents, patent applications, registered and common law trademarks and service marks and any applications thereof, trade secrets, know-how, copyrights, and rights of publicity and any other proprietary rights therein and thereto) are the sole and exclusive property of SITE, or have been licensed to the SITE by third party content producers, and Webmaster gains no right, title or interest in and to such materials by virtue of this Agreement other than the limited, non-exclusive license granted above. The SITE shall be entitled to register any works which it has authored, or which are assigned to SITE pursuant to this Agreement, with the U.S. Copyright Office.
C. The parties agree that: (i) each party?s marks are and shall remain the sole property of that party; (ii) nothing in this Agreement shall convey to either party any right of ownership in the party?s marks; (iii) neither party shall now or in the future contest the validity of the other party?s marks; and (iv) neither party shall in any manner take any action that would impair the value of, or goodwill associated with, such marks. The parties acknowledge and agree that all use of the other party?s marks by a party shall inure to the benefit of the party whose marks are being used.
D. Each party hereby grants the other party, during the term of this Agreement, a non-exclusive, non-transferable license to use that party?s trade names, trademarks, service names, copyrights, and similar proprietary marks as is reasonably necessary to perform its obligations under this Agreement, provided, however, that any promotional materials containing a party?s proprietary marks will be subject to that party?s prior, written approval.
E. Each party agrees not to use the other party?s proprietary marks in a manner that disparages the other party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party will comply with the other party?s requests as to the use of the other party?s proprietary marks and will avoid any action that diminishes the value of such marks. Each party?s unauthorized use of the other?s proprietary marks is strictly prohibited.
F. At any time, SITE may, at its sole discretion, require a copy of any and all legal documentation showing rightful ownership, or licensed distribution for any item displayed on the Webmaster?s website so as to resolve any copyright or other legal claims that may arise. If Webmaster is unable to provide ownership or licensing information to the complaining party and/or SITE, then Webmaster must remove the objectionable material, or face having the applicable pages taken down by SITE.