Common use of Ownership and Assignment of Other Deliverables Clause in Contracts

Ownership and Assignment of Other Deliverables. The State will own all Deliverables (excluding Contractor-Owned Deliverables) and Contractor hereby irrevocably assigns, transfers and conveys to the Department and the State all right, title and interest in and to such 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 (“State-Owned Deliverables”). Contractor represents and warrants that the State and the Department shall acquire good and clear title to all State- Owned 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, Contractors, 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 State-Owned Deliverables and shall not use any State- Owned 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. Immediately upon the request of the Department, Contractor will deliver to the Department or destroy, or both, at the Department’s option, all copies of any State-Owned Deliverables in the possession of Contractor.

Ownership and Assignment of Other Deliverables. The Vendor agrees that the State will own and the Department shall become the sole and exclusive owners of all Deliverables (Deliverables, excluding Contractor-Owned Deliverables) and Contractor Third Party Software. Vendor hereby irrevocably assigns, transfers and conveys to the Department State and the State Department all right, title and interest in and to such all Deliverables, excluding Third Party Software, 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 (“State-Owned Deliverables”). Contractor Vendor represents and warrants that the State and the Department shall acquire good and clear title to all State- State-Owned Deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor Vendor or of any Third Party, including any employee, agent, Contractorscontractor, subcontractor, subsidiary or affiliate of ContractorVendor. The Contractor Vendor (and ContractorVendor’s employees, agents, Contractorscontractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the State-Owned Deliverables and shall not use any State- State-Owned 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. Immediately upon the request of the Department, Contractor Vendor will deliver to the Department or destroy, or both, at the Department’s option, all copies of any State-Owned Deliverables in the possession of Contractor.Vendor. ]

Ownership and Assignment of Other Deliverables. The Vendor agrees that the State will own all Deliverables (excluding ContractorVendor-Owned Deliverables) ), and Contractor Vendor hereby irrevocably assigns, transfers and conveys to the Department and the State all right, title and interest in and to such 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 (“State-Owned Deliverables”). Contractor Vendor represents and warrants that the State and the Department shall acquire good and clear title to all State- State-Owned Deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor Vendor or of any Third Party, including any employee, agent, Contractorscontractor, subcontractor, subsidiary or affiliate of ContractorVendor. The Contractor Vendor (and ContractorVendor’s employees, agents, Contractorscontractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the State-Owned Deliverables and shall not use any State- State-Owned 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. Immediately upon the request of the Department, Contractor Vendor will deliver to the Department or destroy, or both, at the Department’s option, all copies of any State-Owned Deliverables in the possession of ContractorVendor.

Ownership and Assignment of Other Deliverables. The State will own all Deliverables (excluding Contractor-Owned Deliverables) and Contractor hereby irrevocably assigns, transfers and conveys to the Department and the State all right, title and interest in and to such 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 (“State-Owned Deliverables”). Contractor represents and warrants that the State and the Department shall acquire good and clear title to all State- Owned 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, Contractors, 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 State-Owned Deliverables and shall not use any State- State-Owned 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. Immediately upon the request of the Department, Contractor will deliver to the Department or destroy, or both, at the Department’s option, all copies of any State-Owned Deliverables in the possession of Contractor.

Ownership and Assignment of Other Deliverables. [To the extent any Statement of Work provides that the Department and/or the State will own any Deliverables specifically developed by Vendor,] or [The State will own all Deliverables (excluding ContractorVendor-Owned Deliverables) and Contractor and] Vendor hereby irrevocably assigns, transfers and conveys to the Department and the State all right, title and interest in and to such 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 (“State-Owned Deliverables”). Contractor Vendor represents and warrants that the State and the Department shall acquire good and clear title to all State- State-Owned Deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor Vendor or of any Third Party, including any employee, agent, Contractorscontractor, subcontractor, subsidiary or affiliate of ContractorVendor. The Contractor Vendor (and ContractorVendor’s employees, agents, Contractorscontractors, subcontractors, subsidiaries and affiliates) shall not retain any property interests or other rights in and to the State-Owned Deliverables and shall not use any State- State-Owned 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. Immediately upon the request of the Department, Contractor Vendor will deliver to the Department or destroy, or both, at the Department’s option, all copies of any State-Owned Deliverables in the possession of ContractorVendor.