Common use of Analysis of Change Requests; Change Orders Clause in Contracts

Analysis of Change Requests; Change Orders. The parties will analyze each change request (that has not been rejected) in accordance with the authorized change control process to determine the effect that the implementation of the change will have on Exhibit A, Statement of Work, Exhibit B, Service Level Agreements, and related costs. If Contractor requests to make changes in its design or implementation of the Application Services to enable the Application Services to meet Requirements, such changes will be made at no cost to Agency, unless such changes are due to the failure of Agency or its agents to perform their responsibilities in a timely manner. If the analyzed change request is mutually approved, the agreed-upon party will prepare a written change order, detailing all modifications to the Exhibit A, Exhibit B, and related costs (the “Change Order”). A Change Order at a minimum must contain: The effective date of the Change Order; A detailed description of the Services to be performed under the Change Order; The particular specification or matter in the Contract which will be altered, and the precise scope of that alteration; Whether the Change Order modifies critical path Deliverables or Milestones; Whether the changes are to be included in the Applications Services for Implementation; Any change in the cost of the Services to be performed pursuant to the Change Order; and The cumulative cost changes of all Change Orders previously issued. A Change Order may alter only that portion of Exhibit A, Exhibit B, and related costs to which it expressly relates and must not otherwise affect the terms and conditions of this Contract. Both parties must sign the Change Order to authorize the Services described therein and incorporate the changes into this Contract. No Services may be performed pursuant to the Change Order and no payment will be made on account of the Change Order until the Change Order is fully executed and all required State of Oregon approvals are received. Payments. Subject to the foregoing provisions of this Section 7 and performance of the Services, Agency will pay for Services performed pursuant to a Change Order according to the acceptance and payment procedures set forth in this Contract. OWNERSHIP AND LICENSES. Contractor Intellectual Property. Contractor retains ownership of all Contractor Intellectual Property that Contractor delivers to Agency pursuant to the Application Services and the Services performed under this Contract. Contractor grants Agency a license to the Application Services as set forth in Exhibit G. In the event that Work Product is Contractor Intellectual Property, a derivative work based on Contractor Intellectual Property, or a compilation that includes Contractor Intellectual Property, and provided Agency has paid any applicable licensing fee, Contractor grants Agency a perpetual non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Contractor Intellectual Property employed in the Work Product, and to authorize others to do the same on Agency’s behalf. WORK PRODUCT. Except as specified in Section 8.2.2 and 8.2.3, Contractor owns all Work Product. Such Work Product is subject to the license in Section 8.1. Agency Data. Agency owns all Agency Data, including Agency Data that is Work Product or that is otherwise created by or resulting from the Services. Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all Agency Data, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments to fully vest such rights in Agency. Federally Funded Work Product. To the extent required by [cite relevant code or rule], Work Product, including Deliverables and derivative works and compilations, and whether or not such Work Product is considered a “work made for hire,” is the exclusive property of Agency. Agency has all right, title, and interest (including ownership of copyright and trademark) to such Work Product as Federally Funded Work Product. The [federal agency] reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for federal government purposes, such Work Product. Such Federally Funded Work Product is “work made for hire” of which Agency is the author within the meaning of the United States Copyright Act. If for any reason the Federally Funded Work Product is not “work made for hire” Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all Federally Funded Work Product delivered under this Contract, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments to fully vest such rights in Agency. Contractor waives any and all rights relating to Federally Funded Work Product created pursuant to this Contract, including without limitation any and all rights arising under 17 USC 106A or any other rights of identification of authorship or rights of approval, restriction, or limitation on use or subsequent modifications. Agency grants Contractor a perpetual non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, execute, perform, modify, display, distribute, and transmit the Federally Funded Work Product to other governmental entities, and to prepare derivative works of Federally Funded Work Product, and to authorize others to do the same on Contractor’s behalf, for other governmental entities. Contractor shall not charge a development, licensing, or user fee to any state, federal, or local governmental entity when distributing copies of, and transferring or sublicensing rights to, the Federally Funded Work Product to such entity. Contractor may recover costs of transferring or making such Federally Funded Work Product available from the receiving entity. For purposes of Section 8.5, Contractor’s exercise of its right to transfer or sublicense according to this Section 8.2.2 will be considered an activity performed by Contractor under this Contract. Third Party Intellectual Property. Unless otherwise specified in Exhibit A that Agency, on its own, will acquire and obtain a license to Third Party Intellectual Property, Contractor shall secure on Agency’s behalf, in the name of Agency and subject to Agency’s approval, a license to Third Party Intellectual Property necessary for Agency to access and receive the benefit of the Application Services. Licenses for Third Party Intellectual Property are set forth in Exhibit H, and Exhibit H will be deemed to include any additional licenses for Third Party Intellectual Property approved by Agency. In the event that Federally Funded Work Product is Third Party Intellectual Property, a derivative work based on Third Party Intellectual Property, or a compilation that includes Third Party Intellectual Property, Contractor shall secure on Agency’s behalf and in the name of Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property and the pre-existing elements of the Third Party Intellectual Property employed in the Federally Funded Work Product, and to authorize others to do the same on Agency’s behalf.

Analysis of Change Requests; Change Orders. The parties will analyze each change request (that has not been rejected) in accordance with the authorized change control process to determine the effect that the implementation of the change will have on Exhibit A, the applicable Statement of Work, Exhibit B, Service Level AgreementsAgreement, Requirements, and related costs. If Contractor requests to make changes in its design or implementation of the Application Subscription Services to enable the Application Subscription Services to meet Requirements, such changes will be made at no cost to Agency, unless such changes are due to the failure of Agency or its agents to perform their responsibilities in a timely manner. If the analyzed change request is mutually approved, the agreed-upon party will prepare a written change order, detailing all modifications to the Exhibit Aapplicable Statement of Work, Exhibit BService Level Agreements, Requirements, and related costs (the “Change Order”). A Change Order at a minimum must contain: The effective date of the Change Order; A detailed description of the Services to be performed under the Change Order; The particular specification or matter in the Contract which will be altered, and the precise scope of that alteration; Whether the Change Order modifies critical path Deliverables or Milestones; Whether the changes are to be included in the Applications Subscription Services for ImplementationRollout; Any change in the cost of the Services to be performed pursuant to the Change Order; and The cumulative cost changes of all Change Orders previously issued. A Change Order may alter only that portion of Exhibit Aa Statement of Work, Exhibit BService Level Agreement, Requirements and related costs to which it expressly relates and must not otherwise affect the terms and conditions of this Contract. Both parties must sign the Change Order to authorize the Services described therein and incorporate the changes into this Contract. No Services may be performed pursuant to the Change Order and no payment will be made on account of the Change Order until the Change Order is fully executed and all required State of Oregon approvals are received. Payments. Subject to the foregoing provisions of this Section 7 and performance of the Services, Agency will pay for Services performed pursuant to a Change Order according to the acceptance and payment procedures set forth in this Contract. OWNERSHIP AND LICENSES. Contractor Intellectual Property. Contractor retains ownership of all Contractor Intellectual Property that Contractor delivers to Agency pursuant to the Application Services and the Services performed under this Contract. Contractor grants Agency a license to the Application Services as set forth in Exhibit G. In the event that Work Product is Contractor Intellectual Property, a derivative work based on Contractor Intellectual Property, or a compilation that includes Contractor Intellectual Property, and provided Agency has paid any applicable licensing fee, Contractor grants Agency a perpetual non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Contractor Intellectual Property employed in the Work Product, and to authorize others to do the same on Agency’s behalf. WORK PRODUCT. Except as specified in Section 8.2.2 and 8.2.3, Contractor owns all Work Product. Such Work Product is subject to the license in Section 8.1. Agency Data. Agency owns all Agency Data, including Agency Data that is Work Product or that is otherwise created by or resulting from the Services. Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all Agency Data, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments to fully vest such rights in Agency. Federally Funded Work Product. To the extent required by [cite relevant code or rule], Work Product, including Deliverables and derivative works and compilations, and whether or not such Work Product is considered a “work made for hire,” is the exclusive property of Agency. Agency has all right, title, and interest (including ownership of copyright and trademark) to such Work Product as Federally Funded Work Product. The [federal agency] reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for federal government purposes, such Work Product. Such Federally Funded Work Product is “work made for hire” of which Agency is the author within the meaning of the United States Copyright Act. If for any reason the Federally Funded Work Product is not “work made for hire” Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all Federally Funded Work Product delivered under this Contract, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments to fully vest such rights in Agency. Contractor waives any and all rights relating to Federally Funded Work Product created pursuant to this Contract, including without limitation any and all rights arising under 17 USC 106A or any other rights of identification of authorship or rights of approval, restriction, or limitation on use or subsequent modifications. Agency grants Contractor a perpetual non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, execute, perform, modify, display, distribute, and transmit the Federally Funded Work Product to other governmental entities, and to prepare derivative works of Federally Funded Work Product, and to authorize others to do the same on Contractor’s behalf, for other governmental entities. Contractor shall not charge a development, licensing, or user fee to any state, federal, or local governmental entity when distributing copies of, and transferring or sublicensing rights to, the Federally Funded Work Product to such entity. Contractor may recover costs of transferring or making such Federally Funded Work Product available from the receiving entity. For purposes of Section 8.5, Contractor’s exercise of its right to transfer or sublicense according to this Section 8.2.2 will be considered an activity performed by Contractor under this Contract. Third Party Intellectual Property. Unless otherwise specified in Exhibit A that Agency, on its own, will acquire and obtain a license to Third Party Intellectual Property, Contractor shall secure on Agency’s behalf, in the name of Agency and subject to Agency’s approval, a license to Third Party Intellectual Property necessary for Agency to access and receive the benefit of the Application Services. Licenses for Third Party Intellectual Property are set forth in Exhibit H, and Exhibit H will be deemed to include any additional licenses for Third Party Intellectual Property approved by Agency. In the event that Federally Funded Work Product is Third Party Intellectual Property, a derivative work based on Third Party Intellectual Property, or a compilation that includes Third Party Intellectual Property, Contractor shall secure on Agency’s behalf and in the name of Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property and the pre-existing elements of the Third Party Intellectual Property employed in the Federally Funded Work Product, and to authorize others to do the same on Agency’s behalf.

Analysis of Change Requests; Change Orders. The parties will analyze each change request (that has not been rejected) in accordance with the authorized change control process to determine the effect that the implementation of the change will have on Exhibit A, the applicable Statement of Work, Exhibit B, Service Level AgreementsAgreement, and related costs. If Contractor requests to make changes in its design or implementation of the Application Subscription Services to enable the Application Subscription Services to meet Requirements, such changes will be made at no cost to Agency, unless such changes are due to the failure of Agency or its agents to perform their responsibilities in a timely manner. If the analyzed change request is mutually approved, the agreed-upon party will prepare a written change order, detailing all modifications to the Exhibit Aapplicable Statement of Work, Exhibit BService Level Agreements, and related costs (the “Change Order”). A Change Order at a minimum must contain: The effective date of the Change Order; A detailed description of the Services to be performed under the Change Order; The particular specification or matter in the Contract which will be altered, and the precise scope of that alteration; Whether the Change Order modifies critical path Deliverables or Milestones; Whether the changes are to be included in the Applications Services for Implementation; Any change in the cost of the Services to be performed pursuant to the Change Order; and The cumulative cost changes of all Change Orders previously issued. A Change Order may alter only that portion of Exhibit Aa Statement of Work, Exhibit BService Level Agreement, and related costs to which it expressly relates and must not otherwise affect the terms and conditions of this Contract. Both parties must sign the Change Order to authorize the Services described therein and incorporate the changes into this Contract. No Services may be performed pursuant to the Change Order and no payment will be made on account of the Change Order until the Change Order is fully executed and all required State of Oregon approvals are received. Payments. Subject to the foregoing provisions of this Section 7 and performance of the Services, Agency will pay for Services performed pursuant to a Change Order according to the acceptance and payment procedures set forth in this Contract. OWNERSHIP AND LICENSES. Contractor Intellectual Property. Contractor retains ownership of all Contractor Intellectual Property that Contractor delivers to Agency pursuant to the Application Services and the Services performed under this Contract. Contractor grants Agency a license to the Application Services as set forth in Exhibit G. In the event that Work Product is Contractor Intellectual Property, a derivative work based on Contractor Intellectual Property, or a compilation that includes Contractor Intellectual Property, and provided Agency has paid any applicable licensing fee, Contractor grants Agency a perpetual non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Contractor Intellectual Property employed in the Work Product, and to authorize others to do the same on Agency’s behalf. WORK PRODUCT. Except as specified in Section 8.2.2 and 8.2.3, Contractor owns all Work Product. Such Work Product is subject to the license in Section 8.1. Agency Data. Agency owns all Agency Data, including Agency Data that is Work Product or that is otherwise created by or resulting from the Services. Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all Agency Data, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments to fully vest such rights in Agency. Federally Funded Work Product. To the extent required by [cite relevant code or rule], Work Product, including Deliverables and derivative works and compilations, and whether or not such Work Product is considered a “work made for hire,” is the exclusive property of Agency. Agency has all right, title, and interest (including ownership of copyright and trademark) to such Work Product as Federally Funded Work Product. The [federal agency] reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for federal government purposes, such Work Product. Such Federally Funded Work Product is “work made for hire” of which Agency is the author within the meaning of the United States Copyright Act. If for any reason the Federally Funded Work Product is not “work made for hire” Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all Federally Funded Work Product delivered under this Contract, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments to fully vest such rights in Agency. Contractor waives any and all rights relating to Federally Funded Work Product created pursuant to this Contract, including without limitation any and all rights arising under 17 USC 106A or any other rights of identification of authorship or rights of approval, restriction, or limitation on use or subsequent modifications. Agency grants Contractor a perpetual non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, execute, perform, modify, display, distribute, and transmit the Federally Funded Work Product to other governmental entities, and to prepare derivative works of Federally Funded Work Product, and to authorize others to do the same on Contractor’s behalf, for other governmental entities. Contractor shall not charge a development, licensing, or user fee to any state, federal, or local governmental entity when distributing copies of, and transferring or sublicensing rights to, the Federally Funded Work Product to such entity. Contractor may recover costs of transferring or making such Federally Funded Work Product available from the receiving entity. For purposes of Section 8.5, Contractor’s exercise of its right to transfer or sublicense according to this Section 8.2.2 will be considered an activity performed by Contractor under this Contract. Third Party Intellectual Property. Unless otherwise specified in Exhibit A that Agency, on its own, will acquire and obtain a license to Third Party Intellectual Property, Contractor shall secure on Agency’s behalf, in the name of Agency and subject to Agency’s approval, a license to Third Party Intellectual Property necessary for Agency to access and receive the benefit of the Application Services. Licenses for Third Party Intellectual Property are set forth in Exhibit H, and Exhibit H will be deemed to include any additional licenses for Third Party Intellectual Property approved by Agency. In the event that Federally Funded Work Product is Third Party Intellectual Property, a derivative work based on Third Party Intellectual Property, or a compilation that includes Third Party Intellectual Property, Contractor shall secure on Agency’s behalf and in the name of Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property and the pre-existing elements of the Third Party Intellectual Property employed in the Federally Funded Work Product, and to authorize others to do the same on Agency’s behalf.

Analysis of Change Requests; Change Orders. The parties will analyze each change request (that has not been rejected) in accordance with the authorized change control process to determine the effect that the implementation Implementation of the change will have on Exhibit A, Statement of Work, Exhibit B, Service Level Agreements, and related costs. If Contractor requests to make changes in its design or implementation of the Application Services System to enable the Application Services System to meet Requirements, such changes will be made at no cost to Agency, unless such changes are due to the failure of Agency or its agents to perform their responsibilities in a timely manner. If the analyzed change request is mutually approved, the agreed-upon party will prepare a written change order, detailing all modifications to the Exhibit A, Exhibit B, and related costs (the “Change Order”). A Change Order at a minimum must contain: The effective date of the Change Order; A detailed description of the Services to be performed under the Change Order; The particular specification or matter in the Contract which will be altered, and the precise scope of that alteration; Whether the Change Order modifies critical path Deliverables or Milestones; Whether the changes are to be included in the Applications Services System for Implementation; Any change in the cost of the Services to be performed pursuant to the Change Order; and The cumulative cost changes of all Change Orders previously issued. A Change Order may alter only that portion of Exhibit A, Exhibit B, and related costs to which it expressly relates and must not otherwise affect the terms and conditions of this Contract. Both parties must sign the Change Order to authorize the Services described therein and incorporate the changes into this Contract. No Services may be performed pursuant to the Change Order and no payment will be made on account of the Change Order until the Change Order is fully executed and all required State of Oregon approvals are received. Payments. Subject to the foregoing provisions of this Section 7 and performance of the Services, Agency will pay for Services performed pursuant to a Change Order according to the acceptance and payment procedures set forth in this Contract. OWNERSHIP AND LICENSES. Contractor Intellectual Property. Contractor retains ownership of all Contractor Intellectual Property that Contractor delivers to Agency pursuant to the Application Services System and the Services performed under this Contract. Contractor grants Agency a license to the Application Services System as set forth in Exhibit G. In the event that Work Product is Contractor Intellectual Property, a derivative work based on Contractor Intellectual Property, or a compilation that includes Contractor Intellectual Property, and provided Agency has paid any applicable licensing fee, Contractor grants Agency a perpetual non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Contractor Intellectual Property employed in the Work Product, and to authorize others to do the same on Agency’s behalf. WORK PRODUCT. Except as specified in Section 8.2.2 and 8.2.3, Contractor owns all Work Product. Such Work Product is subject to the license in Section 8.1. Agency Data. Agency owns all Agency Data, including Agency Data that is Work Product or that is otherwise created by or resulting from the ServicesServices is owned by Agency. Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all Agency Data, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments to fully vest such rights in Agency. Federally Funded Work Product. To the extent required by [cite relevant code or rule], Work Product, including Deliverables and derivative works and compilations, and whether or not such Work Product is considered a “work made for hire,” is the exclusive property of Agency. Agency has all right, title, and interest (including ownership of copyright and trademark) to such Work Product as Federally Funded Work Product. The [federal agency] reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use for federal government purposes, such Work Product. Such Federally Funded Work Product is “work made for hire” of which Agency is the author within the meaning of the United States Copyright Act. If for any reason the Federally Funded Work Product is not “work made for hire” Contractor hereby irrevocably assigns to Agency any and all of its rights, title, and interest in all Federally Funded Work Product delivered under this Contract, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Agency’s reasonable request, Contractor shall execute such further documents and instruments to fully vest such rights in Agency. Contractor waives any and all rights relating to Federally Funded Work Product created pursuant to this Contract, including without limitation any and all rights arising under 17 USC 106A or any other rights of identification of authorship or rights of approval, restriction, or limitation on use or subsequent modifications. Agency grants Contractor a perpetual non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, execute, perform, modify, display, distribute, and transmit the Federally Funded Work Product to other governmental entities, and to prepare derivative works of Federally Funded Work Product, and to authorize others to do the same on Contractor’s behalf, for other governmental entities. Contractor shall not charge a development, licensing, or user fee to any state, federal, or local governmental entity when distributing copies of, and transferring or sublicensing rights to, the Federally Funded Work Product to such entity. Contractor may recover costs of transferring or making such Federally Funded Work Product available from the receiving entity. For purposes of Section 8.5, Contractor’s exercise of its right to transfer or sublicense according to this Section 8.2.2 will be considered an activity performed by Contractor under this Contract. Third Party Intellectual Property. Unless otherwise specified in Exhibit A that Agency, on its own, will acquire and obtain a license to Third Party Intellectual Property, Contractor shall secure on Agency’s behalf, in the name of Agency and subject to Agency’s approval, a license to Third Party Intellectual Property necessary for Agency to access and receive the benefit of the Application ServicesSystem. Licenses for Third Party Intellectual Property are set forth in Exhibit H, and Exhibit H will be deemed to include any additional licenses for Third Party Intellectual Property approved by Agency. In the event that Federally Funded Work Product is Third Party Intellectual Property, a derivative work based on Third Party Intellectual Property, or a compilation that includes Third Party Intellectual Property, Contractor shall secure on Agency’s behalf and in the name of Agency an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property and the pre-existing elements of the Third Party Intellectual Property employed in the Federally Funded Work Product, and to authorize others to do the same on Agency’s behalf.