the contrary, the foregoing does not constitute either (1) the grant by Conformis to Stryker of any license or immunity of any kind with respect to the Conformis Background IP or Conformis Foreground IP, regardless of the extent to which the Joint IP constitutes improvements to the Conformis Background IP or Conformis Foreground IP, (2) the grant by Stryker to Conformis of any license or immunity of any kind with respect to the Stryker Background IP, or (3) the grant by either Party of any license or immunity of any kind under any Intellectual Property rights owned by such Party, regardless of whether the exploitation of the Joint IP would infringe such Intellectual Property rights. Neither Party shall assign a partial interest in 12 Source: CONFORMIS INC, 10-Q, 11/1/2019 the Joint IP or Joint IP Rights to any Affiliate or Third Party (i.e., neither Party shall create any additional joint owners of the Joint IP), but each Party may assign all of its right, title and interest in and to the Joint IP and Joint IP Rights to an Affiliate or Third Party pursuant to and in accordance with Section 10.2. (e) Conformis shall promptly disclose to Stryker all (i) Improved Stryker Background IP, and (ii) Joint IP. Stryker shall promptly disclose to Conformis all Joint IP. (f) To the extent required and for the avoidance of doubt, Stryker hereby grants Conformis, and Conformis hereby accepts, a non-exclusive license to the Stryker Background IP and Improved Stryker Background IP solely for purposes of performing any obligations under this Agreement and the Distribution Agreement. 5.2 Confidential Information. The provisions of Sections 4.3(a)-(i) of Article 4 of the APA are incorporated herein as if fully set forth herein. 5.3 Maintenance of Records. Each Party shall prepare and maintain complete and accurate records