title and interest, including any intellectual Property Rights, in and to the Joint Products and all inventions, discoveries, improvements, innovations, ideas, designs, drawings, works of authorship, formulas, methods, techniques, concepts, configurations, compositions of matter, computer programs, computer code, writings, or any combination thereof, produced or created by them, alone or in conjunction with others, in connection with the development or design of the Joint Products. Vendor shall provide Lowe’s with assistance as reasonably required to vest or perfect Lowe’s ownership of all right, title and interest in and to the Joint Products, including, without limitation, all Intellectual Property Rights therein, and to cooperate with Lowe’s and to do all acts reasonably requested by Lowe’s to evidence, establish, procure, apply, register, record, maintain, enforce and defend Lowe’s ownership interests therein within such time period(s) as is reasonably required to enable Lowe’s to timely preserve or assert its rights in the United States or any other jurisdictions. Vendor shall not challenge Lowe’s ownership of the Joint Products or any part thereof. Lowe’s hereby grants Vendor a non-exclusive, non-assignable, royalty-free license (without the right to sublicense) to use the Intellectual Property Rights in the Joint Products to manufacture, have manufactured, and import the Joint Products, but only to the extent necessary to sell and deliver the Joint Products to Lowe’s and provide service to Lowe’s. Lowe's will have the exclusive right to use the Joint Products as it chooses, and Vendor will not use, give, sell, lease, provide, or otherwise convey the Joint Products, or any portion thereof, to any individual or entity other than Lowe’s without the prior written consent of Lowe’s. Notwithstanding any provision of this Agreement to the contrary, Lowe’s specifically disclaims any and all warranties with respect to any Joint Products, including, without limitation, that they will be free of any third-party claims of infringement, and Vendor hereby waives any and all right to indemnity in the event of such claim.
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