1 INTELLECTUAL PROPERTY RIGHTS
1.1 Ownership of Developed Intellectual Property. All work performed under this Agreement is specially ordered or commissioned by Faurecia. faurecia owns all inventions, works of authorship, industrial designs, mask works, trade secrets, and any other intellectual property conceived, developed, originated, fixed, or reduced to practice by Supplier or its employees, agents, or sub-suppliers in connection with the provision of the Services and Deliverables (collectively, “Developed Intellectual Property”). Supplier assigns to Faurecia, without further compensation, all interest in any Developed Intellectual Property, whether or not eligible for patent, copyright, industrial design rights, mask work rights, confidentiality, or other forms of intellectual property protection. Contractor shall promptly disclose to Faurecia all Developed Intellectual Property.
1.2 Preexisting Intellectual Property. Faurecia and Supplier each retain any rights related to their own preexisting intellectual property. But if Supplier uses or incorporates any of its preexisting intellectual property into the Services or Deliverables, then Supplier grants to Faurecia a worldwide, irrevocable, fully paid up, unrestricted, non-exclusive license to make, have made, use, import, offer for sale, sell, use, reproduce, distribute, and make derivative works of the preexisting intellectual property as incorporated into the Services and Deliverables.
1.3 Assertion of Rights. If requested by Faurecia, Supplier shall sign and cause its employees, agents, and subsuppliers to sign any documents necessary for Faurecia to secure and enforce its rights to the Developed Intellectual Property. Supplier shall provide testimony and shall make its personnel available to provide testimony on behalf of Faurecia in any proceeding regarding the Developed Intellectual Property. Supplierr appoints Faurecia and its officers as its agent and attorney in fact to take any action on Supplier’s behalf to further the purposes of this Section 4, with the same legal force as if taken by Supplier.