r any Brown affiliate, or any officer or employee of Brown, or any trade name, trademark, or trade device used by Brown or its affiliates; or represent, directly or indirectly, that any product or service provided by West has been approved or endorsed by Brown, or refer to the existence of this Agreement in press releases, advertising or materials distributed to West's prospective customers.4.5 Work Made For HireExcept for the West Software, all materials, products, and modifications developed or prepared by West under this Agreement, including without limitation forms, images and text viewable on the Internet, any HTML elements relating thereto, and software, including the Deliverables and any Updates thereto, are the property of Brown and all right, title and interest therein shall vest in Brown and shall be deemed to be a "work made for hire" under United States copyright law and made in the course of this Agreement.4.6 West SoftwareThe West Software is and shall remain the property of West. West grants to Brown a perpetual, irrevocable, non-exclusive, license for Brown or its agents to use, modify, copy, transfer and maintain the West Software in conjunction with the operation and maintenance of the Brown Site.4.7 Rights ClearanceBrown shall be responsible for obtaining any permissions necessary to place the Brown Content on the Brown Site. Except with respect to the Brown Content, West shall have the full and complete responsibility to obtain any rights, licenses, clearances, releases or other permissions necessary for Brown to utilize the Brown Site as contemplated by this Agreement.4.8 Approval Required for RevisionsWest shall not alter, edit, or make any change in the Brown Content without Brown's prior written approval.4.9 Non-CompetitionWest shall not be entitled to see or provide any of the Software Deliverables to third parties without the prior written consent of Brown. Notwithstanding the above, the Parties acknowledge Wes...
