2.3 Retained Rights; Ownership.
Company and/or its licensors have developed and use valuable technical and non-technical information, trade secrets, know-how and the like in the Services and Devices and agrees that, except for the limited rights granted to Customer under this Agreement or as otherwise agreed in writing, all patents, petty patents, trade and service marks, design rights, copyrights, know-how, trade secrets and other intellectual and industrial property rights (collectively, "
Intellectual Property Rights
") in and to the Services and Devices are and shall remain the property of Company and/or its licensors. Except as otherwise provided herein, as between the Parties, Company shall exclusively own all right, title, and interest in and to the Devices and the Services, including all Intellectual Property Rights therein, and any enhancements, updates, improvements or other modifications to any of such Devices and Services, whether developed before, during or after performance of the Services hereunder and whether or not developed in connection with the Services. Customer shall not take any action to jeopardize, encumber, limit, or interfere in any manner with Company’s or its licensors' ownership of and rights with respect to the Devices and Services. As between the Parties, each party will be and remain the sole and exclusive owner of its concepts, ideas, studies, artwork, proofs, text, software, designs, techniques, know-how, documents, inventions, information, drawings, program, campaigns, trademarks, service marks, slogans, written materials, photographs, graphic materials, audio-visual works, music, transcriptions, and other materials owned or developed by or on behalf of such Party (including, for purposes of this Agreement, any materials belonging to or provided by a Party's agencies, contractors, subcontractors or partners to the other Party whether before or after the date hereof) before the Effective Date, and all Intellectual Property Rights therein, except as expressly set out otherwise herein. Unless otherwise expressly agreed in any particular Work Statement, ownership of all work product, developments, inventions, technology or materials provided through the performance of Professional Services, including any Deliverables, shall be solely owned by Company, subject to the usage rights granted to Customer under the relevant Work Statement.