Common use of Ownership and Licenses Clause in Contracts

Ownership and Licenses. The Parties agree that any materials, including without limitation, the Custom Software developed by the CONTRACTOR for the State, will be the exclusive property of HCA. HCA will own all right, title, and interest in and to its Confidential Information and the materials provided by the CONTRACTOR, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership of the materials to HCA including without limitation, the Custom Software and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCA, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA for all purposes of copyright law, and the copyright will belong solely to HCA. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCA. The CONTRACTOR will, at HCA’s expense, assist HCA or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall also have ownership and unlimited rights to use, disclose, duplicate or publish all information and data developed, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for the CONTRACTOR in the performance of the services hereunder, including but not limited to, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCA’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copies, in whole or in part, or on any form of the materials. State and Federal Governments In accordance with 45 C.F.R. § 95.617, all appropriate State and federal agencies will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation under this Agreement, including but not limited to those materials covered by copyright, all software source and object code, instructions, files, and documentation.

Ownership and Licenses. The Parties agree that any materials, including without limitation, the Custom Software developed by the CONTRACTOR for the State, will be the exclusive property of HCAHSD. HCA HSD will own all right, title, and interest in and to its Confidential Information and the materials provided by the CONTRACTOR, including without limitation the Custom Software and associated documentation. For purposes of this section, the materials will not include the CONTRACTOR’s Proprietary Software or Third Party Software. The CONTRACTOR will take all actions necessary and transfer ownership of the materials to HCA HSD, including without limitation, the Custom Software and associated documentation prior to the termination of this Agreement. The CONTRACTOR will furnish such material, upon request of HCAHSD, in accordance with applicable State law. All materials, in whole and in part, will be deemed works made for hire of HCA HSD for all purposes of copyright law, and the copyright will belong solely to HCAHSD. To the extent that any materials do not qualify as a work made for hire under applicable law, and to the extent that the materials include items subject to copyright, patent, trade secret, or other proprietary right protection, the CONTRACTOR agrees to assign, and hereby assigns, all right, title, and interest in and to the materials, including without limitation, all copyrights, inventions, patents, trade secrets, and other proprietary rights therein (including renewals thereof) to HCAHSD. The CONTRACTOR will, at HCAHSD’s expense, assist HCA HSD or its nominee to obtain copyrights, trademarks, or patents for all such materials in the United States and any other countries. The CONTRACTOR agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign copyrights and patents, and to transfer, or cause to transfer, to HCA HSD all the right, title, and interest in and to such materials. The CONTRACTOR also agrees not to assert any moral rights under applicable copyright law with regard to such materials. License Rights HCA HSD will have a royalty-free and non-exclusive license to access the CONTRACTOR’s Proprietary Software and associated documentation during the term of this Agreement. HCA shall HSD will also have ownership and unlimited rights to use, disclose, duplicate or publish all information and data developed, derived, documented or furnished by the CONTRACTOR under or resulting from this Agreement. Such data will include all results, technical information and materials developed for and/or obtained by HCA for HSD from the CONTRACTOR in the performance of the services hereunder, including but not limited to, all reports, surveys, plans, charts, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, computer printouts, notes and memoranda and documents (whether finished or unfinished) that result from, or are prepared in conjunction with, this Agreement. Proprietary Notices The CONTRACTOR will reproduce and include HCAHSD’s copyright and other proprietary notices and product identifications provided by the CONTRACTOR on such copies, in whole or in part, or on any form of the materials. State and Federal Governments In accordance with 45 C.F.R. § 95.617, all appropriate State and federal agencies will have a royalty-free, nonexclusive and irrevocable license to reproduce, publish, translate or otherwise use, and to authorize others to use, for federal government purposes, all materials, the Custom Software and modifications thereof, and associated documentation designed, developed, or installed with federal financial participation under this Agreement, including but not limited to those materials covered by copyright, all software source and object code, instructions, files, and documentation.