This Intellectual Property Addendum (the “Addendum”) is entered into in connection with the provision or receipt of Expert Services and is between the Human Expert providing such Expert Services and the Customer receiving such Expert Services (as applicable).  All capitalized terms not defined herein shall have the meanings given to them in the Expert Ecosystem Terms of Use available at www.averi.ai/expertterms (the “Terms”).

1. Intellectual Property Ownership; Publicity.  Customer owns and shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Human Expert that relate to the subject matter of or arise or have arisen out of or in connection with the Expert Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Human Expert will promptly disclose and provide all Inventions to Customer.  Human Expert hereby irrevocably makes all assignments necessary to accomplish the foregoing ownership throughout the world and in perpetuity.  Human Expert shall assist Customer, at Customer’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned.  Human Expert hereby irrevocably designates and appoints Customer as Human Expert’s agent and attorney-in-fact, coupled with an interest, to act for and on Human Expert’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Human Expert and all other creators or owners of the applicable Invention.  Human Expert hereby confirms that none of the rights that vest with or are assigned to the Customer in relation to the Inventions (nor any assignment thereof to the Customer) shall be deemed to lapse or revert (or subject to revocation) whether or not the Customer exercises or fails to exercise such rights for any particular period at all, and Human Expert hereby waives and agrees not to assert any claim or right in that regard.  To the extent allowed by law, this section and any license granted Customer hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like.  

2. Proprietary Information.  Human Expert agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) that are, may be, or have been developed, learned or obtained by or for or on behalf of Human Expert during the period of the Expert Services that relate to Customer or the business or demonstrably anticipated business of Customer or in connection with the Expert Services, or that are received directly or indirectly by or for Customer in confidence, constitute “Proprietary Information.”  Human Expert shall hold in confidence and not disclose or, except in performing the Expert Services, use any Proprietary Information.  However, Human Expert shall not be obligated under this paragraph with respect to information Human Expert can document is or becomes readily publicly available without restriction through no fault of Human Expert.  Upon termination of the Expert Services or as otherwise requested by Customer, Human Expert will promptly provide to Customer all items and copies containing or embodying Proprietary Information, except that Human Expert may keep its personal copy of this Addendum.  Human Expert also recognizes and agrees that Human Expert has no expectation of privacy with respect to Customer’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Human Expert’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

3. License.  If any part of the Expert Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Human Expert (or any person involved in the Expert Services) and not assigned hereunder, Human Expert hereby grants Customer and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Customer’s exercise or exploitation of the Expert Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).  

4. Warranties and Other Obligations.  Human Expert represents, warrants and covenants that:  (i) the Expert Services have been and will be performed in a professional and workmanlike manner and that none of such Expert Services nor any part of this Addendum is or will be inconsistent with any obligation Human Expert may have to others; (ii) all work under this Addendum has been and shall be Human Expert’s original work and none of the Expert Services or Inventions nor any development, use, production, distribution or exploitation thereof will use, link to, incorporate, infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Human Expert); (iii) Human Expert has the full right to provide Customer with the assignments and rights provided for herein; (iv) Human Expert has and shall comply with all applicable laws and Customer safety rules in the course of performing the Services; and (v) if Human Expert’s work requires a license, Human Expert has obtained that license and the license is in full force and effect.

5. Conflicts.  Unless expressly otherwise agreed to by both Customer and Human Expert in writing, this Addendum governs and controls over any contrary or inconsistent provisions of the Terms or of any other agreements or understandings between Customer and Human Expert.