Consultant-Owned Software Clause Samples
The Consultant-Owned Software clause defines the ownership and rights related to software that the consultant has developed independently and brings to a project. Typically, this clause clarifies that any pre-existing software, tools, or code owned by the consultant before the engagement, or developed outside the scope of the current project, remains the property of the consultant. It may also specify the terms under which the client can use such software, such as through a license. The core function of this clause is to protect the consultant’s intellectual property and prevent unintended transfer of ownership to the client, ensuring both parties understand the boundaries of software ownership in the engagement.
Consultant-Owned Software. This Software is provided by Consultant to NYSDOT, in accordance with the following terms:
10.2.1 Consultant grants a royalty-free, perpetual, transferable, nonexclusive and irrevocable license for all Intellectual Property related to the Licensed Consultant-owned Software for authorized users of the NYSDOT HOOCS (including entities outside of NYSDOT).
10.2.2 Such Software licenses shall include in their meaning: 1) any Maintenance Releases, enhancements or New Versions of such Software developed by Consultant or its subcontractors during the term of this Agreement within the Scope of Services or otherwise provided by Consultant or its subcontractors to the HOOCS System and Enhancements related thereto; and 2) all materials, including but not limited to training materials, documentation, and technical information provided to NYSDOT in written form and for use in connection with such Software.
10.2.3 Consultant warrants that it has full power and authority to grant the rights granted by this subarticle to NYSDOT with respect to such Software without the consent of any other person and that neither the performance of services by Consultant nor the license to and use by NYSDOT of the Software, Software Modification, and Software documentation (including the copying and modifying thereof, exclusive of modifications not made by Consultant) will in any way constitute an infringement or violation of any copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, contract or any other rights of any third party.
10.2.4 Consultant warrants such Software, Software Modification, its license as described herein, and the performance by Consultant of services, to be in compliance with all applicable laws, rules and regulations.
Consultant-Owned Software. This Software is provided by Consultant to NYSDOT, in accordance with the following terms:
10.2.1 Consultant or its Licensors own and retain all rights, title and interests in the Consultant-Owned Software. This Agreement does not transfer ownership rights of any description in the Consultant-Owned Software to NYSDOT or any third party. Notwithstanding the foregoing, Consultant does however, grant a royalty-free, perpetual, transferable, nonexclusive and irrevocable license for all Intellectual Property related to the Licensed Consultant-owned Software for authorized users of the NYSDOT CSMIN Services to use, modify and reproduce the Consultant- Owned Software in connection with NYSDOT’s authorized use of the NYSDOT CSMIN Services. This license grant also permits NYSDOT to distribute the Consultant-Owned Software provided under this Agreement to cities, counties, and municipalities and other governmental entities within the State of New York, for all NYSDOT-specific Consultant-Owned Software that is not incorporated into the currently-available version of Consultant’s NYSDOT CSMIN Services software unless such other governmental agencies have acquired rights under separate agreement or other legally permissible manner to Consultant’s CSMIN Services software.
10.2.2 Such Software licenses shall include in their meaning: 1) any Maintenance Releases, enhancements or New Versions of such Software developed by Consultant or its subcontractors during the term of this Agreement within the Scope of Services or otherwise provided by Consultant or its subcontractors to the CSMIN System and Enhancements related thereto; and 2) all materials, including but not limited to training materials, documentation, and technical information provided to NYSDOT in written form and for use in connection with such Software.
10.2.3 Consultant warrants that it has full power and authority to grant the rights granted by this subarticle to NYSDOT with respect to such Software without the consent of any other person and that neither the performance of services by Consultant nor the license to and use by NYSDOT of the Software, Software Modification, and Software documentation (including the copying and modifying thereof, exclusive of modifications not made by Consultant) will in any way constitute an infringement or violation of any copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, contract or any other rights of any third party. In the even...