The parties agree, except for specific projects and deliverables agreed upon in writing by the parties, that all rights in any technology, inventions, know-how, computer code or other materials developed by Entrilia here under (the “Developments”), other than the Confidential Information of Subscriber, is the sole and exclusive property of Entrilia. Upon payment in full, Entrilia grants to Subscriber a license to use the Developments to the extent included in the Deliverables for the sole purpose of utilizing the Deliverables as agreed between the parties. Subscriber agrees to render, at Subscriber’s sole cost and expense, all reasonably required assistance to Entrilia to protect Entrilia’s ownership rights in the Developments, including, without limitation, assignments, bills of sale or other documents necessary to assign or transfer the intellectual property in the Developments. As part of Entrilia’s provision of the Professional Services hereunder, Entrilia may utilize its proprietary works of authorship, pre-existing or otherwise, that have not been created specifically for Subscriber, including without limitation methodologies, templates, flowcharts, architecture designs,software, tools, specifications, drawings, sketches,models, samples, documents and records, as well as copyrights, trademarks, service marks, ideas, concepts,know-how, techniques, knowledge or data, and any derivatives thereof, which have been originated, developed or purchased by Entrilia or by third parties under contract to Entrilia (all of the foregoing, collectively, “Background Technology”). The Background Technology and Entrilia’s administrative communications, records, files and working papers relating to the Professional Services shall also remain the sole and exclusive property of Entrilia.