Ownership of and Title to Contract Deliverables. Contractor acknowledges that it is commissioned by the State to perform the services detailed in the RFP which may include the development of intellectual property by Contractor, its Subcontractors, partners, employees or agents for the State (“Custom Products”). Unless otherwise specified in writing in the RFP, upon the creation of such Custom Products, Contractor hereby conveys, assigns and transfers to the State the sole and exclusive rights, title and interest in the Custom Products, whether preliminary, final or otherwise, including all trademark and copyrights. Contractor hereby agrees to take all necessary and appropriate steps to ensure that the Custom Products are protected against unauthorized copying, reproduction and marketing by or through Contractor, its agents, employees, or Subcontractors. Nothing herein shall preclude the Contractor from otherwise using the related or underlying general knowledge, skills, ideas, concepts, techniques and experience developed in performing services under the Contract in the course of Contractor’s business. The State may, by providing written notice thereof to the Contractor, elect in the alternative to take a non-exclusive perpetual license to Custom Products in lieu of taking exclusive ownership and title to such products. In such case, the State shall be granted a non- exclusive perpetual license to use, execute, reproduce, display, perform, adapt and distribute Custom Product as necessary to fully effect the general business purpose(s) as stated in the RFP.
Ownership of and Title to Contract Deliverables. Contractor acknowledges that it is commissioned by the State to perform the services detailed in the Contract that may include the development of intellectual property by Contractor, its Subcontractors, partners, employees, or agents for the State (“Custom Products”). Unless otherwise specified in writing in the Contract; upon the creation of such Custom Products, Contractor hereby conveys, assigns, and transfers to the State the sole and exclusive rights, title, and interest in the Custom Products whether preliminary, final, or otherwise: including all trademarks, copyrights, and/or rights to patent. Contractor hereby agrees to take all necessary and appropriate steps to ensure that the Custom Products are protected against unauthorized copying, reproduction, derivative works, reverse engineering, and/or marketing by or through the Contractor, its Subcontractors, partners, employees, or agents. Nothing herein shall preclude the Contractor from otherwise using the related or underlying general knowledge, skills, ideas, concepts, techniques and experience developed in performing services under the Contract in the course of Contractor’s business. Contractor reserves all rights in intellectual property developed prior to or outside of its work for the State. However, the Contractor must provide all necessary perpetual, non-exclusive rights, license or otherwise, for the State to use the intellectual property. The State may, by providing written notice thereof to the Contractor, elect in the alternative to take a non-exclusive perpetual license to Custom Products in lieu of taking exclusive ownership and title to such products. In such case, the State shall be granted a non- exclusive perpetual license to use, execute, reproduce, display, perform, adapt and distribute Custom Product as necessary to fully effect the general business purpose(s) as stated in the Contract. Any property or material furnished or provided by the State to the Contractor hereunder is and will remain the property of the State.
