PSA Schedule: Intellectual Property

Effective Date : Effective Date of PSA

This schedule (“Schedule“) is incorporated into the Professional Services Agreement (“PSA“) in effect between such parties to the PSA. Capitalized terms not defined are defined in the PSA.

1. Applicability. This Schedule applies to Services Neostella does for Customer involving Neostella’s Work-Relay software, cloud services, or platform (“Work-Relay Product“).
2. Definitions. – “Customer IP” means all IP Customer (i) owns (or licenses) as of the Effective Date, or (ii) creates outside the applicable SOW. – “Custom Developments” means all IP Neostella creates per an SOW that (i) is custom to Customer’s use of Services, or (ii) contains Customer’s Confidential Information or Customer IP. – “IP” means all code, data, documents, integrations, intellectual property, know-how, methods, processes, report templates, techniques, tools, and software.- “IP Rights” means a party’s right, title, and interest to certain IP.- “Neostella IP” means all IP Neostella (i) owns (or licenses) as of the Effective Date, or (ii) creates outside the applicable SOW.- “Tools” means all IP Neostella creates per an SOW that is not a Custom Development.- “Work-Relay IP” means Work-Relay Product (including IP) that Customer has separately licensed.
3. Custom Developments. Customer owns any Custom Developments deemed a “Work Made For Hire” per the United States Copyright Act, 17 U.S.C. § 101. If Custom Developments are not a “Work Made For Hire”, upon full payment under the applicable SOW, Neostella will (i) assign to Customer all right, title, and interest to Custom Developments, and (ii) reasonably help protect Customer’s rights to Custom Developments.
4. IP Warranty. Neostella represents and warrants that it (i) holds all IP Rights needed to perform Services and enable Customer’s use of Services; or (ii) has or will get all licenses needed for Customer’s use per this Schedule (“IP Warranty“). However, the IP Warranty does not apply to any Work-Relay IP. Neostella will indemnify (to the extent of the limit in the PSA) Customer against any losses due to breach of the IP Warranty.
5. License- Customer IP. Customer grants Neostella a non-exclusive, revocable, non-sublicensable, non-transferable (except per the PSA), worldwide license to use Customer IP to perform Services.
6. License- Custom Developments. Customer grants Neostella a non-exclusive, perpetual, non-revocable, sublicensable, transferable, worldwide license to use (or modify) Custom Developments for Neostella’s lawful business purposes, to the extent such use excludes Customer IP or Customer’s Confidential Information.
7. License- Work-Relay IP. Customer grants Neostella a non-exclusive, revocable, non-sublicensable, non-transferable (except per the PSA), worldwide license to use Work-Relay IP to perform Services. Customer represents and warrants that it holds all rights to Work-Relay IP necessary for Neostella to perform Services without violating any third party’s IP Rights.
8. License- Neostella IP. Upon full payment under the applicable SOW, Neostella grants Customer a non-exclusive, perpetual, revocable, non-sublicensable, non-transferable (except per the PSA), worldwide license to use any Neostella IP necessary for Customer to use Custom Developments or Tools. Customer will not share Neostella IP with any third party.
9. License- Tools. Upon full payment under the applicable SOW, Neostella grants Customer a non-exclusive, revocable, non-sublicensable, non-transferable (except per the PSA), worldwide license to use Tools (i) during Customer’s agreement to use the Work-Relay Product and (ii) as necessary for Customer to use the Work-Relay Product. Customer will not share Tools with any third party.
10. Reservation of Rights. Neostella and Customer reserve all rights not granted to the other party under this Agreement.

Last Updated: May 8, 2024