Ownership and Assignment of Other Deliverables. Contractor agrees that the State and Department shall become the sole and exclusive owners of all deliverables. Contractor hereby irrevocably assigns, transfers and conveys to the State and the Department all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables, including copyrights, patents, trademarks, trade secrets, trade dress, mask work, utility design, derivative works, and all other rights and interests therein or related thereto. Contractor represents and warrants that the State and the Department shall acquire good and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party, including any employee, agent, contractor, subcontractor, subsidiary or affiliate of Contractor. The Contractor (and Contractor’s employees, agents, contractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the deliverables and shall not use any deliverables, in whole or in part, for any purpose, without the prior written consent of the Department and the payment of such royalties or other compensation as the Department deems appropriate. Unless otherwise requested by Department, upon completion or termination of this Contract, Contractor will immediately turn over to Department all deliverables not previously delivered to Department, and no copies thereof shall be retained by Contractor or its employees, agents, subcontractors or affiliates, without the prior written consent of Department.
Appears in 5 contracts
Samples: Pos System and Pos Operations Contract, Mmis and Core Mmis Operations Contract, Contract
Ownership and Assignment of Other Deliverables. Contractor agrees that the State and Department Agency shall become the sole and exclusive owners of all deliverablesDeliverables. Contractor hereby irrevocably assigns, transfers and conveys to the State and the Department Agency all right, title and interest in and to all deliverables Deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverablesDeliverables, including copyrights, patents, trademarks, trade secrets, trade dress, mask work, utility design, derivative works, and all other rights and interests therein or related thereto. Contractor represents and warrants that the State and the Department Agency shall acquire good and clear title to all deliverablesDeliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party, including any employee, agent, contractor, subcontractor, subsidiary or affiliate of Contractor. The Contractor (and Contractor’s employees, agents, contractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the deliverables Deliverables and shall not use any deliverablesDeliverables, in whole or in part, for any purpose, without the prior written consent of the Department Agency and the payment of such royalties or other compensation as the Department Agency deems appropriate. Unless otherwise requested by DepartmentAgency, upon completion or termination of this Contract, Contractor will immediately turn over to Department Agency all deliverables Deliverables not previously delivered to DepartmentAgency, and no copies thereof shall be retained by Contractor or its employees, agents, subcontractors or affiliates, without the prior written consent of DepartmentAgency.
Appears in 4 contracts
Samples: Drug and Alcohol Testing Bid Proposal, Worker’s Compensation Third Party Administration, Contract
Ownership and Assignment of Other Deliverables. Contractor agrees that the State and Department shall become the sole and exclusive owners of all deliverablesDeliverables. Contractor hereby irrevocably assigns, transfers and conveys to the State and the Department all right, title and interest in and to all deliverables Deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverablesDeliverables, including copyrights, patents, trademarks, trade secrets, trade dress, mask work, utility design, derivative works, and all other rights and interests therein or related thereto. Contractor represents and warrants that the State and the Department shall acquire good and clear title to all deliverablesDeliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party, including any employee, agent, contractor, subcontractor, subsidiary or affiliate of Contractor. The Contractor (and Contractor’s employees, agents, contractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the deliverables Deliverables and shall not use any deliverablesDeliverables, in whole or in part, for any purpose, without the prior written consent of the Department and the payment of such royalties or other compensation as the Department deems appropriate. Unless otherwise requested by Department, upon completion or termination of this Contract, Contractor will immediately turn over to Department all deliverables Deliverables not previously delivered to Department, and no copies thereof shall be retained by Contractor or its employees, agents, subcontractors or affiliates, without the prior written consent of Department. To the extent any of Contractor’s rights in any Deliverables are not subject to assignment or transfer hereunder, including any moral rights and any rights of attribution and of integrity, Contractor hereby irrevocably and unconditionally waives all such rights and enforcement thereof and agrees not to challenge the State’s rights in and to the Deliverables.
Appears in 2 contracts
Samples: General Conditions, General Conditions
Ownership and Assignment of Other Deliverables. The Contractor agrees that the State and Department the Agency shall become the sole and exclusive owners of all deliverablesDeliverables. The Contractor hereby irrevocably assigns, transfers and conveys to the State and the Department Agency all right, title and interest in and to all deliverables Deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverablesDeliverables, including copyrights, patents, trademarks, trade secrets, trade dress, mask work, utility design, derivative works, and all other rights and interests therein or related thereto. The Contractor represents and warrants that the State and the Department Agency shall acquire good and clear title to all deliverablesDeliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of the Contractor or of any third party, including any employee, agent, contractor, subcontractor, subsidiary subsidiary, or affiliate of the Contractor. The Contractor (and Contractor’s employees, agents, contractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the deliverables Deliverables and shall not use any deliverablesDeliverables, in whole or in part, for any purpose, without the prior written consent of the Department Agency and the payment of such royalties or other compensation as the Department Agency deems appropriate. Unless otherwise requested by Departmentthe Agency, upon completion or termination of this Contract, the Contractor will immediately turn over to Department the Agency all deliverables Deliverables not previously delivered to Departmentthe Agency, and no copies thereof shall be retained by the Contractor or its employees, agents, subcontractors subcontractors, or affiliates, without the prior written consent of Departmentthe Agency.
Appears in 1 contract
Samples: Intergovernmental Contract
Ownership and Assignment of Other Deliverables. The Contractor agrees that the State and Department Agency shall become the sole and exclusive owners of all deliverablesDeliverables. The Contractor hereby irrevocably assigns, transfers and conveys to the State and the Department Agency all right, title and interest in and to all deliverables Deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverablesDeliverables, including copyrights, patents, trademarks, trade secrets, trade dress, mask work, utility design, derivative works, and all other rights and interests therein or related thereto. The Contractor represents and warrants that the State and the Department Agency shall acquire good and clear title to all deliverablesDeliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of the Contractor or of any third party, including any employee, agent, contractor, subcontractor, subsidiary subsidiary, or affiliate of the Contractor. The Contractor (and Contractor’s employees, agents, contractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the deliverables Deliverables and shall not use any deliverablesDeliverables, in whole or in part, for any purpose, without the prior written consent of the Department Agency and the payment of such royalties or other compensation as the Department Agency deems appropriate. Unless otherwise requested by Departmentthe Agency, upon completion or termination of this Contract, the Contractor will immediately turn over to Department the Agency all deliverables Deliverables not previously delivered to Departmentthe Agency, and no copies thereof shall be retained by the Contractor or its employees, agents, subcontractors subcontractors, or affiliates, without the prior written consent of DepartmentAgency.
Appears in 1 contract
Samples: Contract for Ime Electronic Health Records Incentive Program Administration Tool
Ownership and Assignment of Other Deliverables. The Contractor agrees that the State and Department the Agency shall become the sole and exclusive owners of all deliverablesDeliverables. The Contractor hereby irrevocably assigns, transfers and conveys to the State and the Department Agency all right, title and interest in and to all deliverables Deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverablesDeliverables, including copyrights, patents, trademarks, trade secrets, trade dress, mask work, utility design, derivative works, and all other rights and interests therein or related thereto. The Contractor represents and warrants that the State and the Department Agency shall acquire good and clear title to all deliverablesDeliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of the Contractor or of any third party, including any employee, agent, contractor, subcontractor, subsidiary subsidiary, or affiliate of the Contractor. The Contractor (and Contractor’s employees, agents, contractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the deliverables Deliverables and shall not use any deliverablesDeliverables, in whole or in part, for any purpose, without the prior written consent of the Department Agency and the payment of such royalties or other compensation as the Department Agency deems appropriate. Unless otherwise requested by Departmentthe Agency, upon completion or termination of this Contract, Contractor will immediately turn over to Department all deliverables not previously delivered to Department, and no copies thereof shall be retained by Contractor or its employees, agents, subcontractors or affiliates, without the prior written consent of Department.termination
Appears in 1 contract
Samples: Personal Services Agreement
Ownership and Assignment of Other Deliverables. Contractor agrees that the State and Department Agency shall become the sole and exclusive owners of all deliverablesDeliverables. Contractor hereby irrevocably assigns, transfers and conveys to the State and the Department Agency all right, title and interest in and to all deliverables Deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverablesDeliverables, including copyrights, patents, trademarks, trade secrets, trade dress, mask work, utility design, derivative works, and all other rights and interests therein or related thereto. Contractor represents and warrants that the State and the Department Agency shall acquire good and clear title to all deliverablesDeliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party, including any employee, agent, contractor, subcontractor, subsidiary or affiliate of Contractor. The Contractor (and Contractor’s employees, agents, contractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the deliverables Deliverables and shall not use any deliverablesDeliverables, in whole or in part, for any purpose, without the prior written consent of the Department Agency and the payment of such royalties or other compensation as the Department Agency deems appropriate. Unless otherwise requested by DepartmentAgency, upon completion or termination of this Contract, Contractor will immediately turn over to Department Agency all deliverables Deliverables not previously delivered to DepartmentAgency, and no copies thereof shall be retained by Contractor or its employees, agents, subcontractors or affiliates, without the prior written consent of DepartmentAgency. Provided, however, this provision shall not apply to Contractor’s proprietary business records created in the ordinary course of its business including, but not limited to sales, claims and underwriting files.
Appears in 1 contract
Ownership and Assignment of Other Deliverables. Contractor agrees that the State and Department Agency shall become the sole and exclusive owners of all deliverablesDeliverables. Contractor hereby irrevocably assigns, transfers and conveys to the State and the Department Agency all right, title and interest in and to all deliverables Deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverablesDeliverables, including copyrights, patents, trademarks, trade secrets, trade dress, mask work, utility design, derivative works, and all other rights and interests therein or related thereto. Contractor represents and warrants that the State and the Department Agency shall acquire good and clear title to all deliverablesDeliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party, including any employee, agent, contractor, subcontractor, subsidiary or affiliate of Contractor. The Contractor (and Contractor’s employees, agents, contractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the deliverables Deliverables and shall not use any deliverablesDeliverables, in whole or in part, for any purpose, without the prior written consent of the Department Agency and the payment of such royalties or other compensation as the Department Agency deems appropriate. Unless otherwise requested by DepartmentAgency, upon completion or termination of this Contract, Contractor will immediately turn over to Department Agency all deliverables Deliverables not previously delivered to DepartmentAgency, and no copies thereof shall be retained by Contractor or its employees, agents, subcontractors or affiliates, without the prior written consent of DepartmentAgency. To the extent any of Contractor’s rights in any Deliverables are not subject to assignment or transfer hereunder, including any moral rights and any rights of attribution and of integrity, Contractor hereby irrevocably and unconditionally waives all such rights and enforcement thereof and agrees not to challenge the Agency’s rights in and to the Deliverables.
Appears in 1 contract
Samples: Memorandum of Understanding (Mou)