Freelancer hereby automatically upon receipt of payment of undisputed amounts from UTG, and without further consideration, grants to the Upwork Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable, non-terminable and world-wide right, with rights to sublicense through multiple levels or tiers of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in the Work Product. <strong>