Vera Whole Health 6/7/2019 - Laserfiche WebLink

or direction over delivery •f the Services which are the subject matter of this Agreement. Employer shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the .tate industrial insurance of unemployment compensation programs or otherwise assuming the du pies of an employer with respect to Vera or Vera P.C. or any employee of either. 10.15 E.uitable remedies. Each party acknowledges that a breach of certain of its obligations under this Ag eement other than any payment obligations hereunder, may result in irreparable and continuin: damage to the other party for which monetary damages may not be sufficient, and agrees that he other party will be entitled to seek, in addition to its other rights and remedies hereunder or at 1.w, injunctive or all other equitable relief,and such further relief as may be proper from a court of 4 ompetent jurisdiction. 10.16 Intellectual Property. (a) Ow ership. All right,title and interest in and to all Intellectual Property(as defined below)that was o is developed or licensed by a party prior to or during the Term, and is provided in connection w th the Services, including without limitation any patents, copyrights, trademarks,trade secrets, r other similar intellectual property shall be owned exclusively by the party which developed or licensed the Intellectual Property. The delivery of Services by Vera or the use of the Services by mployer shall not convey any rights in the Service,express or implied, nor ownership in the Sery ce, nor any party's Intellectual Property rights thereto. Any rights not expressly granted herein are reserved by each party. The parties do not intend to jointly develop or create any joint intellectual property under or in connection with this Agreement. If the parties anticipate the creation ofny joint Intellectual Property under this Agreement,they will negotiate in good faith an intellect al property rights agreement before the creation of any such joint Intellectual Property. 1 (b) Tra I emark License. The parties acknowledge and agree that certain trademarks,service marks logos and product and service names are owned exclusively or licensed by Employer("Employer arks"). Subject to the terms of this Agreement,Employer hereby grants Vera, during the Term, a 1 mited revocable non-exclusive license to use and display the Employer Marks (i) in connection ith the Services provided by Vera to Employer under this Agreement; and(ii)for promotional,m:rketing or advertising purposes on Vera's public website,and in Vera's marketing materials creat:. and used by Vera in connection with its business promotions. (c) Intellectual Pro•ert Definition. "Intellectual Property" means any (i) patents, copyrights and r:gistrations and applications therefor, (ii) trade secret rights arising out of the laws of any jurisdi tion, and (iii) ideas, inventions, concepts, proprietary data, software, methods,processes, drawi gs, writings know-how, and all rights therein. 18