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Execution Version
<br />Dialog and its licensors. Except as expressly set forth in Section 11.2, Client shall not acquire or
<br />claim or purport to transfer any proprietary rights or licenses in the Health Dialog Intellectual
<br />Property. To the extent, if any, that ownership of the Health Dialog Intellectual Property does not
<br />automatically vest in Health Dialog by virtue of this Agreement or otherwise, Client agrees to
<br />assign and transfer, and hereby does assign and transfer to Health Dialog all rights title and
<br />interest that Client may have in and to such Health Dialog Intellectual Property and hereby also
<br />agrees to execute such instruments of assignment, copyright registration, or other instruments of
<br />transfer as may be required to vest and perfect the assignment and transfer to Health Dialog of all
<br />of its rights, title and interest in and to such Health Dialog Intellectual Property. Client
<br />acknowledges that Health Dialog Intellectual Property includes valuable trade secrets of Health
<br />Dialog and/or its licensors, and is protected or protectable by domestic and international trade
<br />secret, copyright and patent laws and other forms of proprietary rights.
<br />11.2. License to Client. Health Dialog grants to Client a non-exclusive, non -assignable, non-
<br />transferable right to use any Health Dialog Intellectual Property delivered to it by Health Dialog in
<br />connection with the performance of Services solely for the purposes specified in the Work Orders
<br />during the Term. Client shall not use any Health Dialog Intellectual Property in the development of
<br />any care management/condition management services, products, materials or program similar to
<br />the Services and shall not distribute or make available Health Dialog Intellectual Property to any
<br />third party. Except as expressly permitted herein, Client shall not copy or otherwise reproduce, or
<br />modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works
<br />based on, the Health Dialog Intellectual Property, or its associated software, nor attempt to do
<br />any of the foregoing, absent the express prior written consent of Health Dialog in each case.
<br />Notwithstanding the foregoing and any provision to the contrary contained in Section 14.4, upon
<br />the expiration or termination of this Agreement for any reason, Client shall have a nonexclusive,
<br />nonassignable, nontransferable right to continue to use data pertaining to Client or Eligible
<br />Members contained in reports furnished by Health Dialog to Client during the Term. Such use
<br />shall be solely for Client's internal health care operations and shall otherwise comply with the
<br />provisions of Section 5 and this Section 11.
<br />11.3. Client Proorietary Materials. Health Dialog acknowledges that, as between the Parties hereto,
<br />title in and ownership of Client's proprietary products, systems and information, whether or not
<br />confidential, including, without limitation, Client's Confidential Information, and all enhancements,
<br />modifications, improvements or derivatives thereof (whether or not created by Client) and all IP
<br />Rights therein (collectively, the "Client Intellectual Property'), shall remain at all times vested in
<br />Client and its licensors. Except as expressly set forth in Section 11.4, Health Dialog shall not
<br />acquire or claim or purport to transfer any proprietary rights or licenses in Client Intellectual
<br />Property. To the extent, if any, that ownership of the Client Intellectual Property does not
<br />automatically vest in Client by virtue of this Agreement or otherwise, Health Dialog agrees to
<br />assign and transfer, and hereby does assign and transfer to Client all rights title and interest that
<br />Health Dialog may have in and to such Client Intellectual Property and hereby also agrees to
<br />execute such instruments of assignment, copyright registration, or other instruments of transfer
<br />as may be required to vest and perfect the assignment and transfer to Client of all of its rights,
<br />title and interest in and to such Client Intellectual Property. Health Dialog acknowledges that such
<br />Client Intellectual Property includes valuable trade secrets of Client and/or its licensors, and is
<br />protected or protectable by domestic and international trade secret, copyright, and patent laws
<br />and other forms of proprietary rights. Health Dialog agrees not to copy or otherwise reproduce, or
<br />to modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works
<br />based on Client Intellectual Property or its associated software, nor attempt to do any of the
<br />foregoing, absent the express prior written consent of Client in each case. Nothing contained
<br />herein shall restrict or prohibit Health Dialog from using, copying, distributing or creating
<br />derivative works of de -identified information created by Health Dialog from data furnished to it by
<br />Client in accordance with this Agreement (including, without limitation, any studies, analyses or
<br />other information derived by Health Dialog therefrom), all of which shall be deemed Health Dialog
<br />Intellectual Property.
<br />Dialog - Confidential Page 8 Services Agreement
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