Contractor Software and Other Intellectual Property. (a) Each Work Order will identify any Contractor Commercial Software that will be used to provide the Services, and Contractor Commercial Software (together with any applicable Documentation) shall be provided under the terms of Contractor’s standard license agreement for such software. Contractor shall install, operate and maintain at its expense any Contractor Commercial Software needed to provide the Services.
(b) Pursuant to the terms of an applicable Work Order, Contractor shall grant to District with respect to all Contractor Customized Software and any Documentation owned by Contractor or a third party, a nonexclusive, worldwide, perpetual, royalty free, fully paid license permitting District internal use of such Contractor Customized Software and Documentation, which license shall, at District’s option, be transferable to any Affiliate of District. As used in this Section, “internal use” shall mean use of the Contractor Customized Software on any or all central processing units at any or all locations owned or leased by District, any locations used by independent agents who contract with District, or any locations used by District employees or District subcontractors. Contractor shall also provide District with any nonproprietary software (including Code Documentation therefor) utilized by Contractor to develop any System Deliverable.
(c) Unless specifically set forth under the terms of an applicable Work Order, District shall not be subject to any upgrade, maintenance, transfer, or other fees based upon District’s use of any Contractor Commercial Software or Contractor Customized Software.
(d) Contractor also grants and agrees to grant to District a nonexclusive, worldwide, perpetual, royalty free, fully paid license to use the source code, Code Documentation, and any software tools necessary to maintain or modify the Contractor Customized Software and, to the extent applicable, the Work Product. To the extent that LAUSD’s use of any Contractor Commercial Software, Contractor Customized Software, Contractor Pre-Existing Items or Work Product would constitute an infringement of any patent, know-how, trade secret or other proprietary rights of Contractor or any third-party licensor of Contractor, Contractor further grants and agrees to grant to District a nonexclusive, worldwide, perpetual, royalty free, fully paid license (or, if applicable, sublicense) to such patents, know-how, trade secrets or other proprietary rights, to the extent necessary to...
