Common use of Licensed Software Clause in Contracts

Licensed Software. ‌ a) The Department shall have a perpetual and non-exclusive license to use the Licensed Software for the Department’s own operations and purposes. The Department shall have the right to provide other State entities and third parties access to the System, including the right to host the System. b) For the duration of the license, Department may make and maintain copies of the Licensed Software. c) In the event any Licensed Software Deliverable becomes the actual or prospective subject of any patent, copyright, license & proprietary rights claim or proceeding, Contractor may, at its discretion: 1. Modify the Deliverable or substitute another equally suitable Deliverable (provided that the performance of the modified or substitute Deliverable equals or exceeds that of the original Deliverable); 2. Obtain for the State or Department the right to continued use of the Deliverable; or 3. If use of the Deliverable is prevented by injunction, take back the Deliverable and credit the State or Department for any charges as a result of enjoined use as follows: a. If the Deliverable is a periodic payment license, Contractor shall promptly refund the Department the amount of the fees paid to the Contractor for the portion of the applicable term found to be infringing. b. If the Deliverable is a lump-sum payment license, Contractor shall promptly refund the Department any license fee paid by the Department to the Contractor for the Licensed Software Deliverable as determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: 1. 1st - 12th month: 100% of license fee paid 2. 13th - 24th month: 75% of license fee paid 3. 25th - 36th month: 50% of license fee paid 4. 37th month and over: 25% of license fee paid d) Contractor shall not have any liability for any infringement claim or proceeding based on the Department's use of a Deliverable for which it was neither designed nor intended. e) Any and all inventions or improvements to computer programs and/or base software specifically developed by the Contractor and paid for by the Department pursuant to this Contract will be owned by the State. The State shall retain all ownership rights to any such inventions or improvements. f) Contractor shall provide to the Department reproductions of the patent, copyright, license or proprietary rights information notices which are applicable and were affixed to original Deliverables. Once the Department receives those notices, the Department shall promptly affix them to any copies made of the Deliverable. The Department shall maintain the confidentiality of any such Licensed Software Deliverable consistent with its privileged nature, and shall not divulge the Deliverable or make it available to any third party, except as may be noted elsewhere in this Contract or as it may be required under the Connecticut Freedom of Information Act. This obligation survives the expiration or early termination of this Contract. g) Any Alteration of a Licensed Software Deliverable that changes the operation or functionality of the Licensed Software Deliverable by the Department without prior written consent of Contractor shall void the obligations of Contractor under Section 9, 11, 12 and 13 for such Deliverable. h) Neither the State nor the Department will reproduce, create derivative works, translate, reverse engineer or decompile the Licensed Software, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets of the Licensed Software. i) The Department shall use the Licensed Software only in the pursuit of its own business operations. j) Contractor shall escrow the Source Code with an independent third party escrow service provider reasonably acceptable to the Department. The Department will be responsible for the actual cost of such escrow service, or if applicable, the Departments pro-rata share of the costs of the escrow service. The Contractor shall meet the following escrow requirements: 1. Contractor shall arrange for a complete copy of the version of the Source Code delivered to the Department to be deposited with the escrow agent has under contract on the date of Acceptance of System by the Department (“Escrow Date”). On the Escrow Date, the Contractor shall provide the Department with written confirmation that Contractor or has made such a deposit. Contractor shall arrange for updates of the escrow deposit with all modifications and changes to the Licensed Software which have been implemented by the Department and shall deposit a renewed copy of such Source Code whenever the Licensed Software has been updated by the Licensed Software supplier, subject to the Department’s implementation of such update. The Source Code deposited shall include comments, explanations, and instructions to compile the Licensed Software, and all Licensed Software utilities and other materials necessary for use of the Source Code. The costs of the escrow shall be paid by the Contractor upon receipt of such payment from the Department. 2. The Release Conditions shall be (i) the bankruptcy of ; (ii) the liquidation, dissolution or winding up of ; (iii) the Contractor ceases to provide support and maintenance services; (iv) a breach of this Contract that is not cured in accordance with the requirements of this Contract; (v) failure to Perform in accordance with the requirements of Exhibit D. If Source Code is released to the State under this Contract, the Licensed Software provider shall continue to possess ownership rights for the Source Code, and the Department shall have the right to use, copy and modify the Source Code solely in order to use and support the Licensed Software in accordance with the purposes of this Contract, including the right to engage the services of a third party to assist the Department to use and support the Licensed Software.

Licensed Software. ‌ a) The Department shall have a perpetual and non-exclusive license to use the Licensed Software for the Department’s own operations and purposes. The Department shall have the right to provide other State entities and third parties access to the System, including the right to host the System. b) For the duration of the license, Department may make and maintain copies of the Licensed Software. c) In the event any Licensed Software Deliverable becomes the actual or prospective subject of any patent, copyright, license & proprietary rights claim or proceeding, Contractor may, at its discretion: 1. Modify the Deliverable or substitute another equally suitable Deliverable (provided that the performance of the modified or substitute Deliverable equals or exceeds that of the original Deliverable); 2. Obtain for the State or Department the right to continued use of the Deliverable; or 3. If use of the Deliverable is prevented by injunction, take back the Deliverable and credit the State or Department for any charges as a result of enjoined use as follows: a. If the Deliverable is a periodic payment license, Contractor shall promptly refund the Department the amount of the fees paid to the Contractor for the portion of the applicable term found to be infringing. b. If the Deliverable is a lump-sum payment license, Contractor shall promptly refund the Department any license fee paid by the Department to the Contractor for the Licensed Software Deliverable as determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: 1. 1st - 12th month: 100% of license fee paid 2. 13th - 24th month: 75% of license fee paid 3. 25th - 36th month: 50% of license fee paid 4. 37th month and over: 25% of license fee paid d) Contractor shall not have any liability for any infringement claim or proceeding based on the Department's use of a Deliverable for which it was neither designed nor intended. e) Any and all inventions or improvements to computer programs and/or base software specifically developed by the Contractor and paid for by the Department pursuant to this Contract will be owned by the State. The State shall retain all ownership rights to any such inventions or improvements. f) Contractor shall provide to the Department reproductions of the patent, copyright, license or proprietary rights information notices which are applicable and were affixed to original Deliverables. Once the Department receives those notices, the Department shall promptly affix them to any copies made of the Deliverable. The Department shall maintain the confidentiality of any such Licensed Software Deliverable consistent with its privileged nature, and shall not divulge the Deliverable or make it available to any third party, except as may be noted elsewhere in this Contract or as it may be required under the Connecticut Freedom of Information Act. This obligation survives the expiration or early termination of this Contract. g) Any Alteration of a Licensed Software Deliverable that changes the operation or functionality of the Licensed Software Deliverable by the Department without prior written consent of Contractor shall void the obligations of Contractor under Section 9, 11, 12 and 13 for such Deliverable. h) Neither the State nor the Department will reproduce, create derivative works, translate, reverse engineer or decompile the Licensed Software, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets of the Licensed Software. i) The Department shall use the Licensed Software only in the pursuit of its own business operations. j) Contractor shall escrow the Source Code with an independent third party escrow service provider reasonably acceptable to the Department. The Department will be responsible for the actual cost of such escrow service, or if applicable, the Departments pro-rata share of the costs of the escrow service. The Contractor shall meet the following escrow requirements: 1. Contractor shall arrange for a complete copy of the version of the Source Code delivered to the Department to be deposited with the escrow agent has under contract on the date of Acceptance of System by the Department (“Escrow Date”). On the Escrow Date, the Contractor shall provide the Department with written confirmation that Contractor or has made such a deposit. Contractor shall arrange for updates of the escrow deposit with all modifications and changes to the Licensed Software which have been implemented by the Department and shall deposit a renewed copy of such Source Code whenever the Licensed Software has been updated by the Licensed Software supplier, subject to the Department’s implementation of such update. The Source Code deposited shall include comments, explanations, and instructions to compile the Licensed Software, and all Licensed Software utilities and other materials necessary for use of the Source Code. The costs of the escrow shall be paid by the Contractor upon receipt of such payment from the Department. 2. The Release Conditions shall be (i) the bankruptcy of ; (ii) the liquidation, dissolution or winding up of ; (iii) the Contractor ceases to provide support and maintenance services; (iv) a breach of this Contract that is not cured in accordance with the requirements of this Contract; (v) failure to Perform in accordance with the requirements of Exhibit D. If Source Code is released to the State under this Contract, the Licensed Software provider shall continue to possess ownership rights for the Source Code, and the Department shall have the right to use, copy and modify the Source Code solely in order to use and support the Licensed Software in accordance with the purposes of this Contract, including the right to engage the services of a third party to assist the Department to use and support the Licensed Software.

Licensed Software. ‌ a) The Department shall have a perpetual and non-exclusive license to use the Licensed Software for the Department’s own operations and purposes. The Department shall have the right to provide other State entities and third parties access to the System, including the right to host the System. b) For the duration of the license, Department may make and maintain copies of the Licensed Software. c) In the event any Licensed Software Deliverable becomes the actual or prospective subject of any patent, copyright, license & proprietary rights claim or proceeding, Contractor may, at its discretion: 1. Modify the Deliverable or substitute another equally suitable Deliverable (provided that the performance of the modified or substitute Deliverable equals or exceeds that of the original Deliverable); 2. Obtain for the State or Department the right to continued use of the Deliverable; or 3. If use of the Deliverable is prevented by injunction, take back the Deliverable and credit the State or Department for any charges as a result of enjoined use as follows: a. If the Deliverable is a periodic payment license, Contractor shall promptly refund the Department the amount of the fees paid to the Contractor for the portion of the applicable term found to be infringing. b. If the Deliverable is a lump-sum payment license, Contractor shall promptly refund the Department any license fee paid by the Department to the Contractor for the Licensed Software Deliverable as determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: 1. 1st - 12th month: 100% of license fee paid 2. 13th - 24th month: 75% of license fee paid 3. 25th - 36th month: 50% of license fee paid 4. 37th month and over: 25% of license fee paid db) Contractor shall not have any liability for any infringement claim or proceeding based on the Department's use of a Deliverable for which it was neither designed nor intended. ec) Any and all inventions or improvements to computer programs and/or base software specifically developed by the Contractor and paid for by the Department pursuant to this Contract will be owned by the State. The State shall retain all ownership rights to any such inventions or improvements. f) Contractor shall provide to the Department reproductions of the patent, copyright, license or proprietary rights information notices which are applicable and were affixed to original Deliverables. Once the Department receives those notices, the Department shall promptly affix them to any copies made of the Deliverable. The Department shall maintain the confidentiality of any such Licensed Software Deliverable consistent with its privileged nature, and shall not divulge the Deliverable or make it available to any third party, except as may be noted elsewhere in this Contract or as it may be required under the Connecticut Freedom of Information Act. This obligation survives the expiration or early termination of this Contract. g) Any Alteration of a Licensed Software Deliverable that changes the operation or functionality of the Licensed Software Deliverable by the Department without prior written consent of Contractor shall void the obligations of Contractor under Section 9, 11, 12 and 13 for such Deliverable. h) Neither the State nor the Department will reproduce, create derivative works, translate, reverse engineer or decompile the Licensed Software, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets of the Licensed Software. i) The Department shall use the Licensed Software only in the pursuit of its own business operations. j) Contractor shall escrow the Source Code with an independent third party escrow service provider reasonably acceptable to the Department. The Department will be responsible for the actual cost of such escrow service, or if applicable, the Departments pro-rata share of the costs of the escrow service. The Contractor shall meet the following escrow requirements: 1. Contractor shall arrange for a complete copy of the version of the Source Code delivered to the Department to be deposited with the escrow agent has under contract on the date of Acceptance of System by the Department (“Escrow Date”). On the Escrow Date, the Contractor shall provide the Department with written confirmation that Contractor or has made such a deposit. Contractor shall arrange for updates of the escrow deposit with all modifications and changes to the Licensed Software which have been implemented by the Department and shall deposit a renewed copy of such Source Code whenever the Licensed Software has been updated by the Licensed Software supplier, subject to the Department’s implementation of such update. The Source Code deposited shall include comments, explanations, and instructions to compile the Licensed Software, and all Licensed Software utilities and other materials necessary for use of the Source Code. The costs of the escrow shall be paid by the Contractor upon receipt of such payment from the Department. 2. The Release Conditions shall be (i) the bankruptcy of ; (ii) the liquidation, dissolution or winding up of ; (iii) the Contractor ceases to provide support and maintenance services; (iv) a breach of this Contract that is not cured in accordance with the requirements of this Contract; (v) failure to Perform in accordance with the requirements of Exhibit D. If Source Code is released to the State under this Contract, the Licensed Software provider shall continue to possess ownership rights for the Source Code, and the Department shall have the right to use, copy and modify the Source Code solely in order to use and support the Licensed Software in accordance with the purposes of this Contract, including the right to engage the services of a third party to assist the Department to use and support the Licensed Software.

Licensed Software. ‌ a) The Department shall have a perpetual and non-exclusive license to use the Licensed Software for the Department’s own operations and purposes. The Department shall have the right to provide other State entities and third parties access to the System, including the right to host the System. b) For the duration of the license, Department may make and maintain copies of the Licensed Software. c) In the event any Licensed Software Deliverable becomes the actual or prospective subject of any patent, copyright, license & proprietary rights claim or proceeding, Contractor may, at its discretion: 1. Modify the Deliverable or substitute another equally suitable Deliverable (provided that the performance of the modified or substitute Deliverable equals or exceeds that of the original Deliverable); 2. Obtain for the State or Department the right to continued use of the Deliverable; or 3. If use of the Deliverable is prevented by injunction, take back the Deliverable and credit the State or Department for any charges as a result of enjoined use as follows: a. If the Deliverable is a periodic payment license, Contractor shall promptly refund the Department the amount of the fees paid to the Contractor for the portion of the applicable term found to be infringing. b. If the Deliverable is a lump-sum payment license, Contractor shall promptly refund the Department any license fee paid by the Department to the Contractor for the Licensed Software Deliverable as determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: 1. 1st - 12th month: 100% of license fee paid 2. 13th - 24th month: 75% of license fee paid 3. 25th - 36th month: 50% of license fee paid 4. 37th month and over: 25% of license fee paid d) Contractor shall not have any liability for any infringement claim or proceeding based on the Department's use of a Deliverable for which it was neither designed nor intended. e) Any and all inventions or improvements to computer programs and/or base software specifically developed by the Contractor and paid for by the Department pursuant to this Contract will be owned by the State. The State shall retain all ownership rights to any such inventions or improvements. f) Contractor shall provide to the Department reproductions of the patent, copyright, license or proprietary rights information notices which are applicable and were affixed to original Deliverables. Once the Department receives those notices, the Department shall promptly affix them to any copies made of the Deliverable. The Department shall maintain the confidentiality of any such Licensed Software Deliverable consistent with its privileged nature, and shall not divulge the Deliverable or make it available to any third party, except as may be noted elsewhere in this Contract or as it may be required under the Connecticut Freedom of Information Act. This obligation survives the expiration or early termination of this Contract. g) Any Alteration of a Licensed Software Deliverable that changes the operation or functionality of the Licensed Software Deliverable by the Department without prior written consent of Contractor shall void the obligations of Contractor under Section 9, 11, 12 and 13 for such Deliverable. h) Neither the State nor the Department will reproduce, create derivative works, translate, reverse engineer or decompile the Licensed Software, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets of the Licensed Software. i) The Department shall use the Licensed Software only in the pursuit of its own business operations. j) Contractor shall escrow the Source Code with an independent third party escrow service provider reasonably acceptable to the Department. The Department will be responsible for the actual cost of such escrow service, or if applicable, the Departments pro-rata share of the costs of the escrow service. The Contractor shall meet the following escrow requirements: 1. Contractor shall arrange for a complete copy of the version of the Source Code delivered to the Department to be deposited with the escrow agent has under contract on the date of Acceptance of System by the Department (“Escrow Date”). On the Escrow Date, the Contractor shall provide the Department with written confirmation that Contractor or has made such a deposit. Contractor shall arrange for updates of the escrow deposit with all modifications and changes to the Licensed Software which have been implemented by the Department and shall deposit a renewed copy of such Source Code whenever the Licensed Software has been updated by the Licensed Software supplier, subject to the Department’s implementation of such update. The Source Code deposited shall include comments, explanations, and instructions to compile the Licensed Software, and all Licensed Software utilities and other materials necessary for use of the Source Code. The costs of the escrow shall be paid by the Contractor upon receipt of such payment from the Department. 2. The Release Conditions shall be (i) the bankruptcy of ; (ii) the liquidation, dissolution or winding up of ; (iii) the Contractor ceases to provide support and maintenance services; (iv) a breach of this Contract that is not cured in accordance with the requirements of this Contract; (v) failure to Perform in accordance with the requirements of Exhibit D. 5. If Source Code is released to the State under this Contract, the Licensed Software provider shall continue to possess ownership rights for the Source Code, and the Department shall have the right to use, copy and modify the Source Code solely in order to use and support the Licensed Software in accordance with the purposes of this Contract, including the right to engage the services of a third party to assist the Department to use and support the Licensed Software.

Licensed Software. ‌ a) The Department shall have a perpetual and non-exclusive license to use the Licensed Software for the Department’s own operations and purposes. The Department shall have the right to provide other State entities and third parties access to the System, including the right to host the System. b) For the duration of the license, Department may make and maintain copies of the Licensed Software. c) In the event any Licensed Software Deliverable becomes the actual or prospective subject of any patent, copyright, license & proprietary rights claim or proceeding, Contractor may, at its discretion: 1. Modify the Deliverable or substitute another equally suitable Deliverable (provided that the performance of the modified or substitute Deliverable equals or exceeds that of the original Deliverable); 2. Obtain for the State or Department the right to continued use of the Deliverable; or 3. If use of the Deliverable is prevented by injunction, take back the Deliverable and credit the State or Department for any charges as a result of enjoined use as follows: a. If the Deliverable is a periodic payment license, Contractor shall promptly refund the Department the amount of the fees paid to the Contractor for the portion of the applicable term found to be infringing. b. If the Deliverable is a lump-sum payment license, Contractor shall promptly refund the Department any license fee paid by the Department to the Contractor for the Licensed Software Deliverable as determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: 1. 1st - 12th month: 100% of license fee paid 2. 13th - 24th month: 75% of license fee paid 3. 25th - 36th month: 50% of license fee paid 4. 37th month and over: 25% of license fee paid d) Contractor shall not have any liability for any infringement claim or proceeding based on the Department's use of a Deliverable for which it was neither designed nor intended. e) Any and all inventions or improvements to computer programs and/or base software specifically developed by the Contractor and paid for by the Department pursuant to this Contract will be owned by the State. The State shall retain all ownership rights to any such inventions or improvements. f) Contractor shall provide to the Department reproductions of the patent, copyright, license or proprietary rights information notices which are applicable and were affixed to original Deliverables. Once the Department receives those notices, the Department shall promptly affix them to any copies made of the Deliverable. The Department shall maintain the confidentiality of any such Licensed Software Deliverable consistent with its privileged nature, and shall not divulge the Deliverable or make it available to any third party, except as may be noted elsewhere in this Contract or as it may be required under the Connecticut Freedom of Information Act. This obligation survives the expiration or early termination of this Contract. g) Any Alteration of a Licensed Software Deliverable that changes the operation or functionality of the Licensed Software Deliverable by the Department without prior written consent of Contractor shall void the obligations of Contractor under Section 9, 11, 12 and 13 for such Deliverable. h) Neither the State nor the Department will reproduce, create derivative works, translate, reverse engineer or decompile the Licensed Software, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets of the Licensed Software. i) The Department shall use the Licensed Software only in the pursuit of its own business operations. j) Contractor shall escrow the Source Code with an independent third party escrow service provider reasonably acceptable to the Department. The Department will be responsible for the actual cost of such escrow service, or if applicable, the Departments pro-rata share of the costs of the escrow service. The Contractor shall meet the following escrow requirements: 1. Contractor shall arrange for a complete copy of the version of the Source Code delivered to the Department to be deposited with the escrow agent has under contract on the date of Acceptance of System by the Department (“Escrow Date”). On the Escrow Date, the Contractor shall provide the Department with written confirmation that Contractor or has made such a deposit. Contractor shall arrange for updates of the escrow deposit with all modifications and changes to the Licensed Software which have been implemented by the Department and shall deposit a renewed copy of such Source Code whenever the Licensed Software has been updated by the Licensed Software supplier, subject to the Department’s implementation of such update. The Source Code deposited shall include comments, explanations, and instructions to compile the Licensed Software, and all Licensed Software utilities and other materials necessary for use of the Source Code. The costs of the escrow shall be paid by the Contractor upon receipt of such payment from the Department. 2. The Release Conditions shall be (i) the bankruptcy of ; (ii) the liquidation, dissolution or winding up of ; (iii) the Contractor ceases to provide support and maintenance services; (iv) a breach of this Contract that is not cured in accordance with the requirements of this Contract; (v) failure to Perform in accordance with the requirements of Exhibit D. 5. If Source Code is released to the State under this Contract, the Licensed Software provider shall continue to possess ownership rights for the Source Code, and the Department shall have the right to use, copy and modify the Source Code solely in order to use and support the Licensed Software in accordance with the purposes of this Contract, including the right to engage the services of a third party to assist the Department to use and support the Licensed Software.

Licensed Software. ‌ a) The Department shall have a perpetual and non-exclusive license to use the Licensed Software for the Department’s own operations and purposespurposes as specified in the MLT. The Department shall have the right to provide other State entities and third parties access to the System, including the right to host the System. b) For the duration of the license, Department may make and maintain copies of the Licensed Software. c) In the event any Licensed Software Deliverable becomes the actual or prospective subject of any patent, copyright, license & proprietary rights claim or proceeding, Contractor may, at its discretion: 1. Modify the Deliverable or substitute another equally suitable Deliverable (provided that the performance of the modified or substitute Deliverable equals or exceeds that of the original Deliverable); 2. Obtain for the State or Department the right to continued use of the Deliverable; or 3. If use of the Deliverable is prevented by injunction, take back the Deliverable and credit the State or Department for any charges as a result of enjoined use as follows: a. If the Deliverable is a periodic payment license, Contractor shall promptly refund the Department the amount of the fees paid to the Contractor for the portion of the applicable term found to be infringing. b. If the Deliverable is a lump-sum payment license, Contractor shall promptly refund the Department any license fee paid by the Department to the Contractor for the Licensed Software Deliverable as determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: 1. 1st - 12th month: 100% of license fee paid 2. 13th - 24th month: 75% of license fee paid 3. 25th - 36th month: 50% of license fee paid 4. 37th month and over: 25% of license fee paid d) Contractor shall not have any liability for any infringement claim or proceeding based on the Department's use of a Deliverable for which it was neither designed nor intended. e) Any and all inventions or improvements to computer programs and/or base software specifically developed by the Contractor and paid for by the Department pursuant to this Contract will be owned by the State. The State shall retain all ownership rights to any such inventions or improvements. f) Contractor shall provide to the Department reproductions of the patent, copyright, license or proprietary rights information notices which are applicable and were affixed to original Deliverables. Once the Department receives those notices, the Department shall promptly affix them to any copies made of the Deliverable. The Department shall maintain the confidentiality of any such Licensed Software Deliverable consistent with its privileged nature, and shall not divulge the Deliverable or make it available to any third party, except as may be noted elsewhere in this Contract or as it may be required under the Connecticut Freedom of Information Act. This obligation survives the expiration or early termination of this Contract. g) Any Alteration of a Licensed Software Deliverable that changes the operation or functionality of the Licensed Software Deliverable by the Department without prior written consent of Contractor shall void the obligations of Contractor under Section 9, 11, 12 and 13 for such Deliverable. h) Neither the State nor the Department will reproduce, create derivative works, translate, reverse engineer or decompile the Licensed Software, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets of the Licensed Software. i) The Department shall use the Licensed Software only in the pursuit of its own business operations. j) Contractor shall escrow the Source Code with an independent third party escrow service provider reasonably acceptable to the Department. The Department will be responsible for the actual cost of such escrow service, or if applicable, the Departments pro-rata share of the costs of the escrow service. The Contractor shall meet the following escrow requirements: 1. Contractor shall arrange for a complete copy of the version of the Source Code delivered to the Department to be deposited with the escrow agent Contractor has under contract on the date of Acceptance of System by the Department (“Escrow Date”). On the Escrow Date, the Contractor shall provide the Department with written confirmation that Contractor or has made such a deposit. Contractor shall arrange for updates of the escrow deposit with all modifications and changes to the Licensed Software which have been implemented by the Department and shall deposit a renewed copy of such Source Code whenever the Licensed Software has been updated by the Licensed Software supplier, subject to the Department’s implementation of such update. The Source Code deposited shall include comments, explanations, and instructions to compile the Licensed Software, and all Licensed Software utilities and other materials necessary for use of the Source Code. The costs of the escrow shall be paid by the Contractor upon receipt of such payment from the Department. 2. The Release Conditions shall be (i) the bankruptcy of Contractor where this Contract is rejected by the Bankruptcy Estate or service is interrupted; (ii) the liquidation, dissolution or winding up of Contractor; (iii) the Contractor ceases to provide support and maintenance servicesservices in accordance with the terms of this Agreement; (iv) a material breach of this Contract that is not cured in accordance with the requirements of this Contract; (v) failure to Perform in accordance with the requirements of Exhibit D. 4. If Source Code is released to the State under this Contract, the Licensed Software provider shall continue to possess ownership rights for the Source Code, and the Department shall have the right to use, copy and modify the Source Code solely in order to use and support the Licensed Software in accordance with the purposes of this ContractContract for so long as the applicable license term, including the right to engage the services of a third party to assist the Department to use and support the Licensed SoftwareSoftware in accordance with the rights granted in the MLT and safekeeping of Contractor’s proprietary information and intellectual property rights.

Licensed Software. ‌ a) The Department shall have a perpetual and non-exclusive license to use the Licensed Software for the Department’s own operations and purposes. The Department shall have the right to provide other State entities and third parties access to the System, including the right to host the System. b) . For the duration of the license, Department may make and maintain copies of the Licensed Software. c) . In the event any Licensed Software Deliverable becomes the actual or prospective subject of any patent, copyright, license & proprietary rights claim or proceeding, Contractor may, at its discretion: 1. : Modify the Deliverable or substitute another equally suitable Deliverable (provided that the performance of the modified or substitute Deliverable equals or exceeds that of the original Deliverable); 2. ; Obtain for the State or Department the right to continued use of the Deliverable; or 3. or If use of the Deliverable is prevented by injunction, take back the Deliverable and credit the State or Department for any charges as a result of enjoined use as follows: a. : If the Deliverable is a periodic payment license, Contractor shall promptly refund the Department the amount of the fees paid to the Contractor for the portion of the applicable term found to be infringing. b. . If the Deliverable is a lump-sum payment license, Contractor shall promptly refund the Department any license fee paid by the Department to the Contractor for the Licensed Software Deliverable as determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: 1. : 1st - 12th month: 100% of license fee paid 2. paid 13th - 24th month: 75% of license fee paid 3. paid 25th - 36th month: 50% of license fee paid 4. paid 37th month and over: 25% of license fee paid d) paid Contractor shall not have any liability for any infringement claim or proceeding based on the Department's use of a Deliverable for which it was neither designed nor intended. e) . Any and all inventions or improvements to computer programs and/or base software specifically developed by the Contractor and paid for by the Department pursuant to this Contract will be owned by the State. The State shall retain all ownership rights to any such inventions or improvements. f) . Contractor shall provide to the Department reproductions of the patent, copyright, license or proprietary rights information notices which are applicable and were affixed to original Deliverables. Once the Department receives those notices, the Department shall promptly affix them to any copies made of the Deliverable. The Department shall maintain the confidentiality of any such Licensed Software Deliverable consistent with its privileged nature, and shall not divulge the Deliverable or make it available to any third party, except as may be noted elsewhere in this Contract or as it may be required under the Connecticut Freedom of Information Act. This obligation survives the expiration or early termination of this Contract. g) . Any Alteration of a Licensed Software Deliverable that changes the operation or functionality of the Licensed Software Deliverable by the Department without prior written consent of Contractor shall void the obligations of Contractor under Section 9, 11, 12 and 13 for such Deliverable. h) . Neither the State nor the Department will reproduce, create derivative works, translate, reverse engineer or decompile the Licensed Software, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets of the Licensed Software. i) . The Department shall use the Licensed Software only in the pursuit of its own business operations. j) . Contractor shall escrow the Source Code with an independent third party escrow service provider reasonably acceptable to the Department. The Department will be responsible for the actual cost of such escrow service, or if applicable, the Departments pro-rata share of the costs of the escrow service. The Contractor shall meet the following escrow requirements: 1. : Contractor shall arrange for a complete copy of the version of the Source Code delivered to the Department to be deposited with the escrow agent ________ has under contract on the date of Acceptance of System by the Department (“Escrow Date”). On the Escrow Date, the Contractor shall provide the Department with written confirmation that Contractor or ________ has made such a deposit. Contractor shall arrange for updates of the escrow deposit with all modifications and changes to the Licensed Software which have been implemented by the Department and shall deposit a renewed copy of such Source Code whenever the Licensed Software has been updated by the Licensed Software supplier, subject to the Department’s implementation of such update. The Source Code deposited shall include comments, explanations, and instructions to compile the Licensed Software, and all Licensed Software utilities and other materials necessary for use of the Source Code. The costs of the escrow shall be paid by the Contractor upon receipt of such payment from the Department. 2. The Release Conditions shall be (i) the bankruptcy of ________; (ii) the liquidation, dissolution or winding up of ________; (iii) the Contractor ceases to provide support and maintenance services; (iv) a breach of this Contract that is not cured in accordance with the requirements of this Contract; (v) failure to Perform in accordance with the requirements of Exhibit D. 5. If Source Code is released to the State under this Contract, the Licensed Software provider shall continue to possess ownership rights for the Source Code, and the Department shall have the right to use, copy and modify the Source Code solely in order to use and support the Licensed Software in accordance with the purposes of this Contract, including the right to engage the services of a third party to assist the Department to use and support the Licensed Software.

Licensed Software. ‌ a) The Department shall have a perpetual and non-exclusive license to use the Licensed Software for the Department’s own operations and purposes. The Department shall have the right to provide other State entities and third parties access to the System, including the right to host the System. b) For the duration of the license, Department may make and maintain copies of the Licensed Software. c) In the event any Licensed Software Deliverable becomes the actual or prospective subject of any patent, copyright, license & proprietary rights claim or proceeding, Contractor may, at its discretion: 1. Modify the Deliverable or substitute another equally suitable Deliverable (provided that the performance of the modified or substitute Deliverable equals or exceeds that of the original Deliverable); 2. Obtain for the State or Department the right to continued use of the Deliverable; or 3. If use of the Deliverable is prevented by injunction, take back the Deliverable and credit the State or Department for any charges as a result of enjoined use as follows: a. If the Deliverable is a periodic payment license, Contractor shall promptly refund the Department the amount of the fees paid to the Contractor for the portion of the applicable term found to be infringing. b. If the Deliverable is a lump-sum payment license, Contractor shall promptly refund the Department any license fee paid by the Department to the Contractor for the Licensed Software Deliverable as determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: 1. 1st - 12th month: 100% of license fee paid 2. 13th - 24th month: 75% of license fee paid 3. 25th - 36th month: 50% of license fee paid 4. 37th month and over: 25% of license fee paid d) Contractor shall not have any liability for any infringement claim or proceeding based on the Department's use of a Deliverable for which it was neither designed nor intended. e) Any and all inventions or improvements to computer programs and/or base software specifically developed by the Contractor and paid for by the Department pursuant to this Contract will be owned by the State. The State shall retain all ownership rights to any such inventions or improvements. f) Contractor shall provide to the Department reproductions of the patent, copyright, license or proprietary rights information notices which are applicable and were affixed to original Deliverables. Once the Department receives those notices, the Department shall promptly affix them to any copies made of the Deliverable. The Department shall maintain the confidentiality of any such Licensed Software Deliverable consistent with its privileged nature, and shall not divulge the Deliverable or make it available to any third party, except as may be noted elsewhere in this Contract or as it may be required under the Connecticut Freedom of Information Act. This obligation survives the expiration or early termination of this Contract. g) Any Alteration of a Licensed Software Deliverable that changes the operation or functionality of the Licensed Software Deliverable by the Department without prior written consent of Contractor shall void the obligations of Contractor under Section 9, 11, 12 and 13 for such Deliverable. h) Neither the State nor the Department will reproduce, create derivative works, translate, reverse engineer or decompile the Licensed Software, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets of the Licensed Software. i) The Department shall use the Licensed Software only in the pursuit of its own business operations. j) Contractor shall escrow the Source Code with an independent third party escrow service provider reasonably acceptable to the Department. The Department will be responsible for the actual cost of such escrow service, or if applicable, the Departments pro-rata share of the costs of the escrow service. The Contractor shall meet the following escrow requirements: 1. Contractor shall arrange for a complete copy of the version of the Source Code delivered to the Department to be deposited with the escrow agent _ has under contract on the date of Acceptance of System by the Department (“Escrow Date”). On the Escrow Date, the Contractor shall provide the Department with written confirmation that Contractor or has made such a deposit. Contractor shall arrange for updates of the escrow deposit with all modifications and changes to the Licensed Software which have been implemented by the Department and shall deposit a renewed copy of such Source Code whenever the Licensed Software has been updated by the Licensed Software supplier, subject to the Department’s implementation of such update. The Source Code deposited shall include comments, explanations, and instructions to compile the Licensed Software, and all Licensed Software utilities and other materials necessary for use of the Source Code. The costs of the escrow shall be paid by the Contractor upon receipt of such payment from the Department. 2. The Release Conditions shall be (i) the bankruptcy of ; (ii) the liquidation, dissolution or winding up of _; (iii) the Contractor ceases to provide support and maintenance services; (iv) a breach of this Contract that is not cured in accordance with the requirements of this Contract; (v) failure to Perform in accordance with the requirements of Exhibit D. 5. If Source Code is released to the State under this Contract, the Licensed Software provider shall continue to possess ownership rights for the Source Code, and the Department shall have the right to use, copy and modify the Source Code solely in order to use and support the Licensed Software in accordance with the purposes of this Contract, including the right to engage the services of a third party to assist the Department to use and support the Licensed Software.

Licensed Software. ‌ a) The Department shall have a perpetual and non-exclusive license to use the Licensed Software for the Department’s own operations and purposes. The Department shall have the right to provide other State entities and third parties access to the System, including the right to host the System. b) For the duration of the license, Department may make and maintain copies of the Licensed Software. c) In the event any Licensed Software Deliverable becomes the actual or prospective subject of any patent, copyright, license & proprietary rights claim or proceeding, Contractor may, at its discretion: 1. Modify the Deliverable or substitute another equally suitable Deliverable (provided that the performance of the modified or substitute Deliverable equals or exceeds that of the original Deliverable); 2. Obtain for the State or Department the right to continued use of the Deliverable; or 3. If use of the Deliverable is prevented by injunction, take back the Deliverable and credit the State or Department for any charges as a result of enjoined use as follows: a. If the Deliverable is a periodic payment license, Contractor shall promptly refund the Department the amount of the fees paid to the Contractor for the portion of the applicable term found to be infringing. b. If the Deliverable is a lump-sum payment license, Contractor shall promptly refund the Department any license fee paid by the Department to the Contractor for the Licensed Software Deliverable as determined by the point in the Term in which the Acceptance Date of the terminated Deliverable occurred: 1. 1st - 12th month: 100% of license fee paid 2. 13th - 24th month: 75% of license fee paid 3. 25th - 36th month: 50% of license fee paid 4. 37th month and over: 25% of license fee paid d) Contractor shall not have any liability for any infringement claim or proceeding based on the Department's use of a Deliverable for which it was neither designed nor intended. e) Any and all inventions or improvements to computer programs and/or base software specifically developed by the Contractor and paid for by the Department pursuant to this Contract will be owned by the State. The State shall retain all ownership rights to any such inventions or improvements. f) Contractor shall provide to the Department reproductions of the patent, copyright, license or proprietary rights information notices which are applicable and were affixed to original Deliverables. Once the Department receives those notices, the Department shall promptly affix them to any copies made of the Deliverable. The Department shall maintain the confidentiality of any such Licensed Software Deliverable consistent with its privileged nature, and shall not divulge the Deliverable or make it available to any third party, except as may be noted elsewhere in this Contract or as it may be required under the Connecticut Freedom of Information Act. This obligation survives the expiration or early termination of this Contract. g) Any Alteration of a Licensed Software Deliverable that changes the operation or functionality of the Licensed Software Deliverable by the Department without prior written consent of Contractor shall void the obligations of Contractor under Section 9, 11, 12 and 13 for such Deliverable. h) Neither the State nor the Department will reproduce, create derivative works, translate, reverse engineer or decompile the Licensed Software, in whole or in part, nor create or attempt to create, by reverse engineering or disassembling of the design, algorithms or other proprietary trade secrets of the Licensed Software. i) The Department shall use the Licensed Software only in the pursuit of its own business operations. j) Contractor shall escrow the Source Code with an independent third party escrow service provider reasonably acceptable to the Department. The Department will be responsible for the actual cost of such escrow service, or if applicable, the Departments pro-rata share of the costs of the escrow service. The Contractor shall meet the following escrow requirements: 1. Contractor shall arrange for a complete copy of the version of the Source Code delivered to the Department to be deposited with the escrow agent has under contract on the date of Acceptance of System by the Department (“Escrow Date”). On the Escrow Date, the Contractor shall provide the Department with written confirmation that Contractor or has made such a deposit. Contractor shall arrange for updates of the escrow deposit with all modifications and changes to the Licensed Software which have been implemented by the Department and shall deposit a renewed copy of such Source Code whenever the Licensed Software has been updated by the Licensed Software supplier, subject to the Department’s implementation of such update. The Source Code deposited shall include comments, explanations, and instructions to compile the Licensed Software, and all Licensed Software utilities and other materials necessary for use of the Source Code. The costs of the escrow shall be paid by the Contractor upon receipt of such payment from the Department. 2. The Release Conditions shall be (i) the bankruptcy of ; (ii) the liquidation, dissolution or winding up of ; (iii) the Contractor ceases to provide support and maintenance services; (iv) a breach of this Contract that is not cured in accordance with the requirements of this Contract; (v) failure to Perform in accordance with the requirements of Exhibit D. 1. If Source Code is released to the State under this Contract, the Licensed Software provider shall continue to possess ownership rights for the Source Code, and the Department shall have the right to use, copy and modify the Source Code solely in order to use and support the Licensed Software in accordance with the purposes of this Contract, including the right to engage the services of a third party to assist the Department to use and support the Licensed Software.