5.4 Residuals. The Parties acknowledge that each Party may now have, or in the future may develop or receive, information that is the same as, or similar to, Skateboard Foreground IP, Shared Top Hat IP, or Amazon LMT IP developed under the Agreement without having breached this Work Order. Nothing in this Work Order or the NDA (a) prevents a Party from using, for any purpose and without compensating the other Party, residual information retained in the memory of (i) Amazon Personnel or Rivian Personnel who have had access to Skateboard Foreground IP, (ii) Amazon Personnel or Rivian Personnel who have had access to Shared Top Hat IP, or (iii) Amazon Personnel or Rivian Personnel who have had access to Amazon LMT IP developed under the Agreement; or (b) obligates a Party to restrict the scope of employment of its Personnel; provided, however, that this Section 5.4 does not create a license under any copyright or patent of a Party. For the avoidance of doubt, this Section 5.4 is not intended to amend or modify the NDA for any purpose other than for this Agreement as set forth in this Section 5.4; provided, however, if there is a conflict between the NDA and this Section 5.4, the provisions of this Section 5.4 will control.
5.5 Other IP.
(A) Amazon LMT IP.
(i) For purposes of this Agreement, including this Section 5.5(A), (i) Amazon LMT means Technology owned by Amazon or licensed by Amazon from any Person other than Rivian or any of its Affiliates, and Technology derived therefrom, that, in each case, specifically relates to the pickup, transport and delivery of packages (e.g., routing, sequencing, mapping, package tracking, delivery confirmation, and associated applications), and all Intellectual Property Rights (statutory or otherwise) that are embodied therein, whether such subject matter is made, conceived or first reduced to practice prior to, during or after the Term of this Agreement and (ii) Amazon LMT IP means the Intellectual Property Rights within the Amazon LMT required for the Integration of the Amazon LMT with the Delivery Vehicles or Skateboards.
(ii) The practice of any other Technology or Intellectual Property Rights of Amazon or its Affiliates (e.g., Alexa, Prime video/music) into the Delivery Vehicles will be subject to a separate agreement between Amazon and Rivian, and no such Technology or Intellectual Property Rights shall be deemed to be included in the definition of Amazon LMT.
(iii) Amazon and its Affiliates retain all of their respective right, title and interest in and to the Amazon LMT. All Amazon LMT made, conceived or reduced to practice by Amazon or Rivian in connection with this Agreement, alone or jointly, will be owned solely by Amazon.
(iv) In connection with the foregoing, Rivian perpetually and irrevocably assigns and agrees to assign to Amazon all worldwide right, title and interest in and to the Amazon LMT as well as all Intellectual Property Rights relating to the integration or combination of the Amazon LMT with the Delivery Vehicles, the Top Hat, the Skateboard, or a Component Part, in each case purchased by Amazon from Rivian, and Rivian will take all steps necessary (including execution of documents) to convey to Amazon the foregoing assignments and rights and, at Amazons sole cost and expense, to establish, evidence, maintain, and defend such Intellectual Property Rights. Amazon hereby grants to Rivian a nonexclusive, non-transferable, revocable license under the Amazon LMT IP only to use the Amazon LMT as required to comply with its obligations under the Agreement.