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.
Appears in 4 contracts
Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions
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 Contract that may include the development of intellectual property by Contractor, its Subcontractors, partners, employees employees, or agents for the State (“Custom Products”). Unless otherwise specified in writing in the RFP, Contract; upon the creation of such Custom Products, Contractor hereby conveys, assigns assigns, and transfers to the State the sole and exclusive rights, title title, and interest in the Custom Products, Products whether preliminary, final final, or otherwise, : including all trademark and 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 and reproduction, derivative works, reverse engineering, and/or marketing by or through the Contractor, its agentsSubcontractors, partners, employees, or Subcontractorsagents. 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 RFPContract. Any property or material furnished or provided by the State to the Contractor hereunder is and will remain the property of the State.
Appears in 2 contracts
Samples: its.ny.gov, its.ny.gov