§4.3 Upon termination of this Agreement, within five (5) days of such termination, Client agrees to pay Service Provider all amounts due or accrued as of the date of such termination. If Service Provider terminates this Agreement due to a default or breach by Client, Client shall immediately return to Service Provider, and cease all further use of, all Underlying Service Provider Technology (as defined in Section 6 below), if any, and Deliverables and all copies of any documents, magnetically encoded materials, any software, drawings, flow charts, structure charts, and recording media and other materials furnished to Client or used by Service Provider in rendering the Services for which full payment has not been made, and any assignment or license granted to Client under this Agreement for the same shall be revoked. Client agrees to reassign any rights granted by Service Provider to Client relating to the same. Upon termination of this Agreement for any reason, each party shall return to the other party or destroy (and so certify to the other party) any Confidential Information obtained from the other party (subject to the exceptions set forth in the immediately preceding sentence). Sections 2, 3, 4, 5.2, 6 and 7 shall survive any termination or expiration of this Agreement.
§6. Ownership Rights/License. Service Provider hereby assigns to Client all rights, title and interest, in and to the Deliverables including all intellectual property rights (including without limitation, patent rights, copyrights, trade secret rights, moral rights, etc.) relating to or arising from performance of this Agreement~~, provided, however, that such assignment does not include any Underlying Service Provider Technology (as defined below). “Underlying Service Provider Technology” shall mean (a) Service Provider technology, methodologies and intellectual property anywhere in the world (including, without limitation, product(s), software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic)) existing at the Effective Date or otherwise arising outside of work under this Agreement (b)any derivatives, improvements, enhancements or extensions of the foregoing conceived, reduced to practice, or developed during the term or in performance of this Agreement that are not uniquely applicable to the Client technology and that have general applicability in the art and (c) any intellectual property anywhere in the world relating to any of the foregoing. To the extent (if at all) any Underlying Service Provider Technology is incorporated into the Deliverables, Service Provider grants to Client a non-exclusive, non-transferable (except as provided in Section 7), royalty-free, perpetual, non-sublicensable, worldwide license to use the Underlying Service Provider Technology solely in order to use the Deliverables as contemplated in this Agreement and only in connection with the Deliverables~~.