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What’s in a Definition?

When in doubt always check the Definitions!

“Team Member” means an individual, third party consultant, or contractor employed by or otherwise engaged by Team as a material participant in Team’s effort to win the Competition. For purposes of this Agreement, the term “material participant” means any individual or entity who makes any contribution of significance to Team’s efforts to win the Competition, as determined by XPF in its sole discretion. Team Members include without limitation: (i) contributors of any pre‐existing or developed Intellectual Property to Team; (ii) individuals or entities involved in the design, development, testing, or launch of the Craft; and (iii) any individual having a management, supervisory, or other leadership role within Team. Team Members do not include: (i) investors, donors, and sponsors who make only financial contributions to Team, (ii) suppliers of off‐the‐shelf parts and hardware, or (iii) customers of a Team.

“Intellectual Property” means any and all (by whatever name or term known or designated) now known or hereafter existing anywhere in the world: (i) rights associated with works of authorship, including, without limitation, all exclusive exploitation rights, copyrights, moral rights, and mask‐works; (ii) trade secret rights and other Confidential Information; (iii) patents, patent applications, and disclosures (including, without limitation, reissues, divisions, reexaminations, extensions, provisionals, continuations, and continuations‐in‐part thereof), designs, and other industrial property rights; (iv) Marks; (v) all other proprietary rights of every kind and nature, whether arising by operation of Law, contract, license, or otherwise; (vi) source code, object code, formulas, ideas, concepts, methods, know‐how, processes, inventions, techniques, specifications, devices, and the like; and (vii) all registrations, applications, renewals, extensions, continuations, divisions, reissues and the like.

“Marks” means all trademarks, service marks, logos, trade dress or any other designation of source or origin subject to legal protection.

“Media Rights” means the rights to Exploit, in all manner and media now known or hereafter created, the Competition Media.

“Exploit” (or the right to “Exploit”) means the right to use, copy, sublicense, modify, transmit, display, distribute, perform, make, sell, assign, license, transfer, import, export, and otherwise dispose of or exploit in any manner or medium whatsoever, existing now or in the future, all Intellectual Property rights relating to Competition Media, including, without limitation, copyrights, all motion picture rights of every kind, including, without limitation, theatrical and documentary motion picture rights, television motion picture rights, and home video rights, and all allied, subsidiary, and derivative rights, including, without limitation, sequel, prequel, and remake rights, novelization, comic book, comic strip, newspaper comics, “making of” book, merchandising rights, commercial tieups, stage rights, radio rights, webcast rights, internet display rights, and promotional and advertising rights, including, without limitation, the right to broadcast over radio, television, the internet, and all other media, advertisements with respect to any production produced based on the Competition or the story of the Competition. The right to Exploit shall include, without limitation, all rights and title in and to any and all audio, video, or photographic material created by, or on the behalf of, XPF or its agent, representatives and assignees.

“Competition Media” means all pre‐existing or developed media emanating from documenting, filming, recording or otherwise fixing any aspect of the Competition in a tangible means of expression by any means or in any manner or medium now existing, including, without limitation, audio, video, digital, and photographic material, or developed in the future, including, without limitation, the story of Team’s participation, other Competition participants, missions, and events related to the Competition; provided, however, that Competition Media shall not include media depicting Team activities unrelated to the Competition except as otherwise provided for in this Agreement. For clarity, Competition Media includes media in any state of the production cycle, whether raw footage, works in progress, fully edited content, or otherwise.

“Confidential Information” - there is no definition of the term “Confidential Information” in Section 7.1 DEFINITIONS. Therefore, the definition is left open to the interpretation of XPF in its sole discretion.