Common use of Deliverables and Purchase Price Clause in Contracts

Deliverables and Purchase Price. 2.1. {DELIVERABLES AND SERVICES} 2.2. {TOTAL COST} 2.3. Access to Services shall be available for a ten (10) year subscription. 2.4. Additional Services may be purchased at the prices listed in Exhibit {XX} for the full length of the contract. 2.5. Contractor shall ensure teacher Materials are shipped to be received no later than {DATE}. shipment. 2.5.1. Contractor shall separate and bundle Materials by District School for 2.6. Contractor shall ensure grade-level classroom Materials are shipped to be received no later than {DATE}. 2.6.1. Contractor shall separate and bundle Materials by District School for shipment. 2.7. Contractor shall provide support for implementation of Services during the first year, at no cost for the following: 2.7.1. {PROFESSIONAL DEVELOPMENT SERVICES} 2.8. The Contractor grants the District a non-exclusive, non-transferable, non- sublicenseable license to access and use, and permit authorized users to access and use the Services solely in the United States during the term of the Agreement. 2.9. The District shall access and use the Services solely for non-commercial instructional and administrative purposes within the District. Further, the District shall not, except as expressly authorized or directed by the Contractor: (a) copy, modify, translate, distribute, disclose or create derivative works based on the contents of, or sell, the Services, or any part thereof; (b) decompile, disassemble or otherwise reverse engineer Services or otherwise use the Services to develop functionally similar products or services; (c) modify, alter or delete any of the copyright, trademark, or other proprietary notices in or on the Services; (d) rent, lease or lend the Services or use the Services for the benefit of any third party; (e) avoid, circumvent or disable any security or digital rights management device, procedure, protocol or mechanism in the Services; or (f) permit any authorized user or third party to do any of the foregoing. The District also agrees that any works created in violation of this section 2.10 are derivative works, and, as such, the District agrees to assign, and hereby assigns, all right, title and interest therein to the Contractor. 2.10. The District agrees, subject to the limited rights expressly granted hereunder, that all rights, title and interest in and to all Services, including all related IP Rights, are and shall remain the sole and exclusive property of Contractor or its third-party licensors. “IP Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. The District shall notify Contractor of any violation of Contractor’s IP Rights in the Services, and shall reasonably assist Contractor as necessary to remedy any such violation. Contractor Services are protected by patents.

Deliverables and Purchase Price. 2.1. {DELIVERABLES AND SERVICES} The Contractor shall make its online National Geographic Kids school library journal list available for District schools, in accordance with the scope of work set forth 2.2. {TOTAL COST}Cost for Services shall at no cost through the term of the Agreement. 2.3. Access This Agreement in no way binds the District or District Schools to Services shall be available for a ten (10) year subscriptionexclusive u the District Curriculum Facilitator or designee. 2.4. Additional For all future costs associated with this Agreement, fulfillment of Services may under the terms and conditions set forth in this Agreement shall be purchased at exclusively through the prices issuance of a District purchase order. 2.4.1. Site-based credit cards and/or site-based restricted checks shall not be permitted for payment, unless approved by the District contact listed in Exhibit {XX} for the full length section 9. 2.4.2. Services provided by Contractor without conforming to section 2.4 of the contractAgreement shall be considered unauthorized and payment shall not be issued by the District. 2.5. Contractor shall ensure teacher Materials are shipped to assure compliance with the District Policy DJG/DJGA, attached as Exhibit B and hereby made part of this Agreement, direct communication with schools or sales must be received no later than {DATE}. shipmentapproved by contact in section 9 of this agreement. 2.5.1. Contractor shall separate and bundle Materials by District School for 2.6. Contractor shall ensure grade-level classroom Materials are shipped to be received no later than {DATE}. 2.6.1. Contractor shall separate and bundle Materials by District School for shipment. 2.7. Contractor shall provide support for implementation of Services during the first year, at no cost for the following: 2.7.1. {PROFESSIONAL DEVELOPMENT SERVICES} 2.8. The Contractor grants the District a non-exclusive, non-transferable, non- sublicenseable license to access and use, and permit authorized users to access and use the Services solely in the United States during the term of the Agreement. 2.92.7. The District shall access and use the Services solely for non-commercial instructional and administrative purposes within the District. Further, the District shall not, except as expressly authorized or directed by the Contractor: (a) copy, modify, translate, distribute, disclose or create derivative works based on the contents of, or sell, the Services, or any part thereof; (b) decompile, disassemble or otherwise reverse engineer Services or otherwise use the Services to develop functionally similar products or services; (c) modify, alter or delete any of the copyright, trademark, or other proprietary notices in or on the Services; (d) rent, lease or lend the Services or use the Services for the benefit of any third party; (e) avoid, circumvent or disable any security or digital rights management device, procedure, protocol or mechanism in the Services; or (f) permit any authorized user or third party to do any of the foregoing. The District also agrees that any works created in violation of this section 2.10 2.7 are derivative works, and, as such, the District agrees to assign, and hereby assigns, all right, title and interest therein to the Contractor. 2.102.8. The District agrees, subject to the limited rights expressly granted hereunder, that all rights, title and interest in and to all Services, including all related IP Rights, are and shall remain the sole and exclusive property of Contractor or its third-party licensors. “IP Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and third- any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. The District shall notify Contractor of any violation of Contractor’s IP Rights in the Services, and shall reasonably assist Contractor as necessary to remedy any such violation. Contractor Services are protected by patents. 2.9. ccess to and use of -based system under this Agreement requires that it disclose confidential student records and information, as that term is defined below, to the Contractor. The Contractor understands and agrees that if it fails to comply with any of the requirements under sections 4, 5, 6 or 7 below at any time during or after the term of this Agreement the District may, as applicable, terminate the Agreement and/or disqualify the Contractor from future agreements with the District.

Deliverables and Purchase Price. 2.1. {DELIVERABLES AND SERVICES} The Contractor shall make its formative teaching and assessment solution used for acting on live student responses and tracking student growth over-time to standard for schools, in accordance with the scope of work set forth in the attached Exhibit A ( 2.2. {TOTAL COST}The total cost for Services, as set forth on the attached Exhibit A is Sixteen Thousand, Three Hundred and Ninety-Nine Dollars and Zero Cents ($16,399.00), due 2.3. Access Additional District schools may participate in Services under all terms and conditions specified within this Agreement. This Agreement in no way binds the District or District Schools to exclusive use of Contra Services shall be available for a ten (10) year subscriptionis under the direction of each District School Principal or Principal designee. District Principals or Principal designee will adhere to applicable laws, regulations, and District policies. 2.4. Additional Fulfillment of Services may under the terms and conditions set forth in this Agreement shall be purchased at exclusively through the prices issuance of a District purchase order. 2.4.1. Site-based credit cards and/or site-based restricted checks shall not be permitted for payment, unless approved by the District contact listed in Exhibit {XX} for the full length of the contractsection 9. 2.5. Contractor shall ensure teacher Materials are shipped to assure compliance with the District Policy DJG/DJGA, attached as Exhibit B and hereby made part of this Agreement, direct communication with schools or sales must be received no later than {DATE}. shipmentapproved by contact in section 9 of this agreement. 2.5.1. Contractor shall separate and bundle Materials by District School for 2.6. Contractor shall ensure grade-level classroom Materials are shipped to be received no later than {DATE}. 2.6.1. Contractor shall separate and bundle Materials by District School for shipment. 2.7. Contractor shall provide support for implementation of Services during the first year, at no cost for the following: 2.7.1. {PROFESSIONAL DEVELOPMENT SERVICES} 2.8. The Contractor grants the District a non-exclusive, non-transferable, non- sublicenseable license to access and use, and permit authorized users to access and use the Services solely in the United States during the term of the Agreement. 2.92.7. The District shall access and use the Services solely for non-commercial instructional and administrative purposes within the District. Further, the District shall not, except as expressly authorized or directed by the Contractor: (a) copy, modify, translate, distribute, disclose or create derivative works based on the contents of, or sell, the Services, or any part thereof; (b) decompile, disassemble or otherwise reverse engineer Services or otherwise use the Services to develop functionally similar products or services; (c) modify, alter or delete any of the copyright, trademark, or other proprietary notices in or on the Services; (d) rent, lease or lend the Services or use the Services for the benefit of any third party; (e) avoid, circumvent or disable any security or digital rights management device, procedure, protocol or mechanism in the Services; or (f) permit any authorized user or third party to do any of the foregoing. The District also agrees that any works created in violation of this section 2.10 2.7 are derivative works, and, as such, the District agrees to assign, and hereby assigns, all right, title and interest therein to the Contractor. 2.102.8. The District agrees, subject to the limited rights expressly granted hereunder, that all rights, title and interest in and to all Services, including all related IP Rights, are and shall remain the sole and exclusive property of Contractor or its third-party licensors. “IP Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. The District shall notify Contractor of any violation of Contractor’s IP Rights in the Services, and shall reasonably assist Contractor as necessary to remedy any such violation. Contractor Services are protected by patents.third-

Deliverables and Purchase Price. 2.1. {DELIVERABLES AND SERVICES} The Contractor shall make its school newspapers online platform for use schools, in accordance with the scope of work set forth in the attached Exhibit A 2.2. {TOTAL COST}The total cost for Services as set forth on the attached Exhibit B is One Thousand, Two Hundred Dollars and Zero Cents ($1,200.00), due and payable by the District thirty (30) days after . 2.3. Access This Agreement in no way binds the District or District Schools to exclusive use of Contra Services shall be available for a ten (10) year subscriptionis under the direction of each District School Principal or Principal designee. District Principals or Principal designee will adhere to applicable laws, regulations, and District policies. 2.4. Additional Services District schools may be purchased at the prices listed in Exhibit {XX} for the full length utilize this Agreement under all terms and conditions specified and upon execution of a formal written District Agreement signed by authorized representatives of the contractparties. 2.5. Contractor shall ensure teacher Materials are shipped to be received no later than {DATE}. shipment. 2.5.1. Contractor shall separate and bundle Materials by District School for 2.6. Contractor shall ensure grade-level classroom Materials are shipped to be received no later than {DATE}. 2.6.1. Contractor shall separate and bundle Materials by District School for shipment. 2.7. Contractor shall provide support for implementation of Services during the first year, at no cost for the following: 2.7.1. {PROFESSIONAL DEVELOPMENT SERVICES} 2.8. The Contractor grants the District a non-exclusive, non-transferable, non- sublicenseable license to access and use, and permit authorized users to access and use the Services solely in the United States during the term of the Agreement. 2.92.6. The District shall access and use the Services solely for non-commercial instructional and administrative purposes within the District. Further, the District shall not, except as expressly authorized or directed by the Contractor: (a) copy, modify, translate, distribute, disclose or create derivative works based on the contents of, or sell, the Services, or any part thereof; (b) decompile, disassemble or otherwise reverse engineer Services or otherwise use the Services to develop functionally similar products or services; (c) modify, alter or delete any of the copyright, trademark, or other proprietary notices in or on the Services; (d) rent, lease or lend the Services or use the Services for the benefit of any third party; (e) avoid, circumvent or disable any security or digital rights management device, procedure, protocol or mechanism in the Services; or (f) permit any authorized user or third party to do any of the foregoing. The District also agrees that any works created in violation of this section 2.10 are derivative works, and, as such, the District agrees to assign, and hereby assigns, all right, title and interest therein to the Contractor. 2.102.7. The District agrees, subject to the limited rights expressly granted hereunder, that all rights, title and interest in and to all Services, including all related IP Rights, are and shall remain the sole and exclusive property of Contractor or its third-party licensors. “IP Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and licensors any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. The District shall notify Contractor of any violation of Contractor’s IP Rights in the v Services, and shall reasonably assist Contractor as necessary to remedy any such violation. Contractor Services are protected by patents. 2.8. The District understands and agrees that its access to and use of the web-based system under this Agreement requires that it disclose confidential student records and information, as that term is defined below, to the Contractor. The Contractor understands and agrees that if it fails to comply with any of the requirements under sections 4, 5, 6 or 7 below at any time during or after the term of this Agreement the District may, as applicable, terminate the Agreement and/or disqualify the Contractor from future agreements with the District.

Deliverables and Purchase Price. 2.1. {DELIVERABLES AND SERVICES} 2.2. {TOTAL COST} 2.3. Access to Services shall be available for a ten (10) year subscription. 2.4. Additional Services may be purchased at the prices listed in Exhibit {XX} for the full length of the contract. 2.5. Contractor shall ensure teacher Materials are shipped to be received no later than {DATE}. shipment. 2.5.1. Contractor shall separate and bundle Materials by District School for 2.6. Contractor shall ensure grade-level classroom Materials are shipped to be received no later than {DATE}. 2.6.1. Contractor shall separate and bundle Materials by District School for shipment. 2.7. Contractor shall provide support for implementation of Services during the first year, at no cost for the following: 2.7.1. {PROFESSIONAL DEVELOPMENT SERVICES} 2.8. The Contractor grants the District a non-exclusive, non-transferable, non- sublicenseable license to access and use, and permit authorized users to access and use the Services solely in the United States during the term of the Agreement. 2.9. The District shall access and use the Services solely for non-commercial instructional and administrative purposes within the District. Further, the District shall not, except as expressly authorized or directed by the Contractor: (a) copy, modify, translate, distribute, disclose or create derivative works based on the contents of, or sell, the Services, or any part thereof; (b) decompile, disassemble or otherwise reverse engineer Services or otherwise use the Services to develop functionally similar products or services; (c) modify, alter or delete any of the copyright, trademark, or other proprietary notices in or on the Services; (d) rent, lease or lend the Services or use the Services for the benefit of any third party; (e) avoid, circumvent or disable any security or digital rights management device, procedure, protocol or mechanism in the Services; or (f) permit any authorized user or third party to do any of the foregoing. The District also agrees that any works created in violation of this section 2.10 are derivative works, and, as such, the District agrees to assign, and hereby assigns, all right, title and interest therein to the Contractor. 2.10. The District agrees, subject to the limited rights expressly granted hereunder, that all rights, title and interest in and to all Services, including all related IP Rights, are and shall remain the sole and exclusive property of Contractor or its third-party licensors. “IP Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and third- any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. The District shall notify Contractor of any violation of Contractor’s IP Rights in the Services, and shall reasonably assist Contractor as necessary to remedy any such violation. Contractor Services are protected by patents. 2.11. The District understands and agrees that its access to and use of the Services under this Agreement requires that it disclose confidential student records and information, as that term is defined below, to the Contractor. The Contractor understands and agrees that if it fails to comply with any of the requirements under sections 4, 5, 6 or 7 below at any time during or after the term of this Agreement the District may, as applicable, terminate the Agreement and/or disqualify the Contractor from future agreements with the District.

Deliverables and Purchase Price. 2.1. {DELIVERABLES AND SERVICES} The Contractor shall make its Force Plate Machine Learning to predict, improve, and validate individual movement to reduce injury, available for the District Poudre High School, in accordance with the scope of work set forth in the attached Exhibit A hereby attached and made part of this Agreement 2.2. {TOTAL COST}Total cost for Services shall be Twenty-Two Thousand, Five Hundred Dollars and Zero Cents ($22,500.00), as set forth in the attached Exhibit B, hereby made part of this Agreement, 2.3. Access Additional District schools may participate in Services under all terms and conditions specified within this Agreement. This Agreement in no way binds the District or District Schools to exclusive use of Contra Services shall be available for a ten (10) year subscriptionis under the direction of each District School Principal or Principal designee. District Principals or Principal designee will adhere to applicable laws, regulations, and District policies. 2.4. Additional Fulfillment of Services may under the terms and conditions set forth in this Agreement shall be purchased at exclusively through the prices issuance of a District purchase order. 2.4.1. Site-based credit cards and/or site-based restricted checks shall not be permitted for payment, unless approved by the District contact listed in Exhibit {XX} section 9. 2.4.2. Schools shall receive a quote for Services conforming to the full length pricing, which shall be payable by the District thirty (30) days after receipt of voice. 2.4.3. Services provided by Contractor without conforming to section 2.4 of the contractAgreement shall be considered unauthorized and payment shall not be issued by the District. 2.5. Contractor shall ensure teacher Materials are shipped to assure compliance with the District Policy DJG/DJGA, attached as Exhibit C and hereby made part of this Agreement, direct communication with schools or sales must be received no later than {DATE}. shipmentapproved by contact in section 9 of this agreement. 2.5.1. Contractor shall separate and bundle Materials by District School for 2.6. Contractor shall ensure grade-level classroom Materials are shipped to be received no later than {DATE}. 2.6.1. Contractor shall separate and bundle Materials by District School for shipment. 2.7. Contractor shall provide support for implementation of Services during the first year, at no cost for the following: 2.7.1. {PROFESSIONAL DEVELOPMENT SERVICES} 2.8. The Contractor grants the District a non-exclusive, non-transferable, non- sublicenseable license to access and use, and permit authorized users to access and use the Services solely in the United States during the term of the Agreement. 2.92.7. The District shall access and use the Services solely for non-commercial instructional and administrative purposes within the District. Further, the District shall not, except as expressly authorized or directed by the Contractor: (a) copy, modify, translate, distribute, disclose or create derivative works based on the contents of, or sell, the Services, or any part thereof; (b) decompile, disassemble or otherwise reverse engineer Services or otherwise use the Services to develop functionally similar products or services; (c) modify, alter or delete any of the copyright, trademark, or other proprietary notices in or on the Services; (d) rent, lease or lend the Services or use the Services for the benefit of any third party; (e) avoid, circumvent or disable any security or digital rights management device, procedure, protocol or mechanism in the Services; or (f) permit any authorized user or third party to do any of the foregoing. The District also agrees that any works created in violation of this section 2.10 2.7 are derivative works, and, as such, the District agrees to assign, and hereby assigns, all right, title and interest therein to the Contractor. 2.102.8. The District agrees, subject to the limited rights expressly granted hereunder, that all rights, title and interest in and to all Services, including all related IP Rights, are and shall remain the sole and exclusive property of Contractor or its third-party licensors. “IP Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and third- any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. The District shall notify Contractor of any violation of Contractor’s IP Rights in the Dist Services, and shall reasonably assist Contractor as necessary to remedy any such violation. Contractor Services are protected by patents. 2.9. The District understands and agrees that its access to and use of the web-based system under this Agreement requires that it disclose confidential student records and information, as that term is defined below, to the Contractor. The Contractor understands and agrees that if it fails to comply with any of the requirements under sections 4, 5, 6 or 7 below at any time during or after the term of this Agreement the District may, as applicable, terminate the Agreement and/or disqualify the Contractor from future agreements with the District.

Deliverables and Purchase Price. 2.1. {DELIVERABLES AND SERVICES} The Contractor shall make its eTextbook Marketing Strategies: A Guide to Digital and Social Media Marketing for use Fort Xxxxxxx, Fossil Ridge and Rocky Mountain High Schools, in accordance with the scope of work set forth in the attached 2.2. {TOTAL COST}The total cost for the Services set forth on the attached Exhibit A is Three Thousand, Three Hundred and Fifteen Dollars and Zero Cents ($3,315.00), due and payable by the District within thirty (30) days invoice. 2.3. Access Additional District schools may participate in Services under all terms and conditions specified within this Agreement. This Agreement in no way binds the District or District Schools to exclusive use of Contra Services shall be available for a ten (10) year subscriptionis under the direction of each District School Principal or Principal designee. District Principals or Principal designee will adhere to applicable laws, regulations, and District policies. 2.4. Additional Fulfillment of additional Services may under the terms and conditions set forth in this Agreement shall be purchased at exclusively through the prices listed issuance of a District purchase order, unless approved by the contact in Exhibit {XX} for the full length section 9 of the contractthis agreement. 2.5. Contractor shall ensure teacher Materials are shipped may not extend Services beyond the length of the Agreement or request payment to be received no later than {DATE}. shipmentextend Services beyond the length of the Agreement, without a mutually written District Agreement signed and executed by both parties. 2.5.1. Contractor shall separate and bundle Materials by District School for 2.6. Contractor shall ensure grade-level classroom Materials are shipped to be received no later than {DATE}. 2.6.1. Contractor shall separate and bundle Materials by District School for shipment. 2.7. Contractor shall provide support for implementation of Services during the first year, at no cost for the following: 2.7.1. {PROFESSIONAL DEVELOPMENT SERVICES} 2.8. The Contractor grants the District a non-exclusive, non-transferable, non- sublicenseable license to access and use, and permit authorized users to access and use the Services solely in the United States during the term of the Agreement. 2.92.7. The District shall access and use the Services solely for non-commercial instructional and administrative purposes within the District. Further, the District shall not, except as expressly authorized or directed by the Contractor: (a) copy, modify, translate, distribute, disclose or create derivative works based on the contents of, or sell, the Services, or any part thereof; (b) decompile, disassemble or otherwise reverse engineer Services or otherwise use the Services to develop functionally similar products or services; (c) modify, alter or delete any of the copyright, trademark, or other proprietary notices in or on the Services; (d) rent, lease or lend the Services or use the Services for the benefit of any third party; (e) avoid, circumvent or disable any security or digital rights management device, procedure, protocol or mechanism in the Services; or (f) permit any authorized user or third party to do any of the foregoing. The District also agrees that any works created in violation of this section 2.10 2.7 are derivative works, and, as such, the District agrees to assign, and hereby assigns, all right, title and interest therein to the Contractor. 2.102.8. The District agrees, subject to the limited rights expressly granted hereunder, that all rights, title and interest in and to all Services, including all related IP Rights, are and shall remain the sole and exclusive property of Contractor or its third-party licensors. “IP Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and third- any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. The District shall notify Contractor of any violation of Contractor’s IP Rights in the Services, Services and shall reasonably assist Contractor as necessary to remedy any such violation. Contractor Services are protected by patents. 2.9. The District understands and agrees that its access to and use of the web-based system under this Agreement requires that it disclose confidential student records and information, as that term is defined below, to the Contractor. The Contractor understands and agrees that if it fails to comply with any of the requirements under sections 4, 5, 6 or 7 below at any time during or after the term of this Agreement the District may, as applicable, terminate the Agreement and/or disqualify the Contractor from future agreements with the District.

Deliverables and Purchase Price. 2.1. {DELIVERABLES AND SERVICES} The Contractor shall make its cloud-based, collaborative video creation platform available to the District, in accordance with the scope of work set forth in the attached 2.2. {TOTAL COST} 2.3. Access to Services shall be available for a ten (10) year subscription. 2.4. Additional Services may be purchased at the prices listed in Exhibit {XX} for the full length of the contract. 2.5. Contractor shall ensure teacher Materials are shipped to be received no later than {DATE}. shipment. 2.5.1. Contractor shall separate and bundle Materials by District School for 2.6. Contractor shall ensure grade-level classroom Materials are shipped to be received no later than {DATE}. 2.6.1. Contractor shall separate and bundle Materials by District School for shipment. 2.7. Contractor shall provide support for implementation of Services during the first year, at no The total cost for the following:Services as set forth on the attached Exhibit B is Thirty-Five Thousand, Nine Hundred and Fifty-One Dollars and No Cents ($35,951.00), due and payable by the District thirty (30) days after . 2.7.1. {PROFESSIONAL DEVELOPMENT SERVICES} 2.82.3. The Contractor grants the District a non-exclusive, non-transferable, non- sublicenseable license to access and use, and permit authorized users to access and use the Services solely in the United States during the term of the Agreement. 2.92.4. The District shall access and use the Services solely for non-commercial instructional and administrative purposes within the District. Further, the District shall not, except as expressly authorized or directed by the Contractor: (a) copy, modify, translate, distribute, disclose or create derivative works based on the contents of, or sell, the Services, or any part thereof; (b) decompile, disassemble or otherwise reverse engineer Services or otherwise use the Services to develop functionally similar products or services; (c) modify, alter or delete any of the copyright, trademark, or other proprietary notices in or on the Services; (d) rent, lease or lend the Services or use the Services for the benefit of any third party; (e) avoid, circumvent or disable any security or digital rights management device, procedure, protocol or mechanism in the Services; or (f) permit any authorized user or third party to do any of the foregoing. The District also agrees that any works created in violation of this section 2.10 are derivative works, and, as such, the District agrees to assign, and hereby assigns, all right, title and interest therein to the Contractor. 2.102.5. The District agrees, subject to the limited rights expressly granted hereunder, that all rights, title and interest in and to all Services, including all related IP Rights, are and shall remain the sole and exclusive property of Contractor or its third-party licensors. “IP Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and third- any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide. The District shall notify Contractor of any violation of Contractor’s IP Rights in the worldwid Services, and shall reasonably assist Contractor as necessary to remedy any such violation. Contractor Services are protected by patents. 2.6. The District understands and agrees that its access to and use of the system under this Agreement requires that it disclose confidential student records and information, as that term is defined below, to the Contractor. The Contractor understands and agrees that if it fails to comply with any of the requirements under sections 4, 5, 6 or 7 below at any time during or after the term of this Agreement the District may, as applicable, terminate the Agreement and/or disqualify the Contractor from future agreements with the District.