Common use of Rights in Work Product Clause in Contracts

Rights in Work Product. a. All inventions, discoveries, intellectual property, technical communications and records originated or prepared by Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including Contractor’s administrative communications and records relating to this Contract (collectively, the “Work Product”), shall be Contractor’s exclusive property. The provisions of this subsection a. may be revised in a Statement of Work. b. Software and other materials developed or otherwise obtained by or for Contractor or its Affiliates independently of this Contract or applicable purchase order (“Pre-Existing Materials”) do not constitute Work Product. If Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other original elements of Pre-Existing Materials do not. Nothing in this Section 88 will be construed to interfere with Contractor’s or its Affiliates’ ownership of Pre-Existing Materials. Intellectual property rights embodied in the Pre-Existing Materials shall remain with Contractor, its Affiliates, and/or its suppliers or manufacturers, as appropriate. c. The State will have Government Purpose Rights to the Work Product as Deliverable or delivered to the State hereunder. “Government Purpose Rights” are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. “Government Purpose Rights” also include the right to release or disclose the Work Product outside the State for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any State government purpose. Such recipients of the Work Product may include, without limitation, State Contractors, California local governments, the U.S. federal government, and the State and local governments of other states. “Government Purpose Rights” do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product for any commercial purpose. d. The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by Contractor or jointly by Contractor and the State may be used by either party without obligation of notice or accounting. e. This Contract shall not preclude Contractor from developing materials outside this Contract that are competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to this Contract.

Rights in Work Product. a. ‌ A. All inventions, discoveries, intellectual property, technical communications and records originated or prepared by Contractor pursuant to this Contract Agreement including papers, reports, charts, computer programs, and other Documentation or documentation of improvements thereto, and including Contractor’s 's administrative communications and records relating to this Contract Agreement (collectively, the “"Work Product”), ") shall be Contractor’s 's exclusive property. The provisions of this subsection a. A may be revised in a Statement of Work. b. B. Software and other materials developed or otherwise obtained by or for Contractor or its Affiliates affiliates independently of this Contract Agreement or applicable purchase order (“"Pre-Existing Materials”") do not constitute Work Product. If Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract Agreement constitute Work Product, but other original elements of Pre-Existing Materials do not. Nothing in this Section 88 section will be construed to interfere with Contractor’s 's or its Affiliates’ affiliates' ownership of Pre-Existing Materials. Intellectual property rights embodied in the Pre-Existing Materials shall remain with Contractor, its Affiliates, and/or its suppliers or manufacturers, as appropriate. c. The State X. XxxXXXX will have Government Purpose Rights to the Work Product Product, as Deliverable or well as to any Pre-Existing Materials intended to be used with the Work Product, delivered to the State CalPERS hereunder. “"Government Purpose Rights” " are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product as well as any Pre-Existing Materials intended to be used with the Work Product. “"Government Purpose Rights” " also include the right to release or disclose the Work Product and applicable Pre- Existing Materials outside the State CalPERS for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product and the applicable Pre- Existing Materials for any State government purpose. Such recipients of the Work Product and applicable Pre-Existing Materials may include, without limitation, State Contractorsthe State, contractors, California local governments, the U.S. federal government, and the State other states and local governments of other states. “"Government Purpose Rights” " do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product or applicable Pre-Existing Materials for any commercial purpose. d. D. Any Work Product developed by Contractor and designated confidential by CalPERS shall be protected by Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are utilized by CalPERS to protect such sensitive and confidential information. The identification of all such confidential data and information, as well as CalPERS’ procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by XxxXXXX in writing to Contractor. E. Any data or other materials furnished by CalPERS for use by Contractor in connection with the services to be performed under this Agreement shall remain the sole property of CalPERS and shall be used by Contractor solely for performing its obligations under this Agreement. F. The ideas, concepts, know-how, or techniques relating to data processingcomputer systems, developed during the course of this Contract Agreement by Contractor or jointly by Contractor and the State CalPERS may be used by either party without obligation of notice or accounting. e. G. This Contract Agreement shall not preclude Contractor from developing materials outside this Contract Agreement that are competitivecompetitive with the Work Product, irrespective of their similarity to materials which might be delivered to the State CalPERS pursuant to this ContractAgreement, provided such materials are not developed in breach of Contractor’s obligations pursuant to this Agreement.

Rights in Work Product. a. A. All inventions, discoveries, intellectual property, technical communications and records originated or prepared by the Contractor pursuant to this Contract Agreement including papers, reports, charts, computer programs, and other Documentation or of improvements thereto, and including Contractor’s 's administrative communications and records relating to this Contract Agreement (collectively, the “"Work Product”), ") shall be Contractor’s 's exclusive property. The provisions of this subsection a. A may be revised in a Statement of Work. b. B. Software and other materials developed or otherwise obtained by or for Contractor or its Affiliates affiliates independently of this Contract Agreement or applicable purchase order (“"Pre-Existing Materials”") do not constitute Work Product. If Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract Agreement constitute Work Product, but other original elements of Pre-Existing Materials do not. Nothing in this Section 88 section will be construed to interfere with Contractor’s 's or its Affiliates’ affiliates' ownership of Pre-Existing Materials. Intellectual property rights embodied in the Pre-Existing Materials shall remain with Contractor, its Affiliates, and/or its suppliers or manufacturers, as appropriate. c. The State C. CalPERS will have Government Purpose Rights to the Work Product as Deliverable deliverable or delivered to the State CalPERS hereunder. “"Government Purpose Rights” " are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. “"Government Purpose Rights” " also include the right to release or disclose the Work Product outside the State CalPERS for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any State government purpose. Such recipients of the Work Product may include, without limitation, State State, Contractors, California local governments, the U.S. federal government, and the State and local governments of other states. “"Government Purpose Rights” " do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product for any commercial purpose. d. D. Any Work Products developed by the Contractor and designated confidential by CalPERS shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to CalPERS. The identification of all such confidential data and information, as well as CalPERS procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by CalPERS in writing to the contractor. E. The ideas, concepts, know-how, or techniques relating to data processingcomputer systems, developed during the course of this Contract Agreement by the Contractor or jointly by the Contractor and the State may be used by either party without obligation of notice or accounting. e. F. This Contract Agreement shall not preclude the Contractor from developing materials outside this Contract Agreement that are competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to this ContractAgreement.

Rights in Work Product. a. a) All inventions, discoveries, intellectual property, technical communications and records originated or prepared by the Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including the Contractor’s administrative communications and records relating to this Contract (collectively, the “Work Product”), shall be the Contractor’s exclusive property. The provisions of this subsection a. sub-section a) may be revised in a Statement of Work. b. b) Software and other materials developed or otherwise obtained by or for the Contractor or its Affiliates affiliates independently of this Contract or applicable purchase order (“Pre-Existing Materials”) do not constitute Work Product. If the Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other original elements of Pre-Existing Materials do not. Nothing in this Section 88 37 will be construed to interfere with the Contractor’s or its Affiliatesaffiliates’ ownership of Pre-Pre- Existing Materials. Intellectual property rights embodied in the Pre-Existing Materials shall remain with Contractor, its Affiliates, and/or its suppliers or manufacturers, as appropriate. c. c) The State will have Government Purpose Rights to the Work Product as Deliverable or delivered to the State hereunder. “Government Purpose Rights” are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. “Government Purpose Rights” also include the right to release or disclose the Work Product outside the State for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any State government purpose. Such recipients of the Work Product may include, without limitation, State Contractors, California local governments, the U.S. federal government, and the State and local governments of other states. “Government Purpose Rights” do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product for any commercial purpose. d. d) The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the Contractor or jointly by the Contractor and the State may be used by either party without obligation of notice or accounting. e. e) This Contract shall not preclude the Contractor from developing materials outside this Contract that are competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to this Contract.

Rights in Work Product. a. All inventions, discoveries, intellectual property, technical communications and records originated or prepared by the Contractor pursuant to this Contract including papers, reports, charts, computer programscustomized software, and other Documentation or improvements thereto, and including the Contractor’s administrative communications and records relating to this Contract (collectively, the “Work Product”), shall be the Contractor’s exclusive property. The provisions of this subsection a. “a)” may be revised in a Statement of Work. b. Software . Software, other components of SaaS, and other materials developed or otherwise obtained by or for the Contractor or its Affiliates affiliates independently of this Contract or applicable purchase order (“Pre-Existing Materials”) do not constitute Work Product. If the Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other original elements of Pre-Existing Materials do not. Nothing in this Section 88 29 will be construed to interfere with the Contractor’s or its Affiliatesaffiliates’ ownership of Pre-Existing Materials. Intellectual property rights embodied in the Pre-Existing Materials shall remain with Contractor, its Affiliates, and/or its suppliers or manufacturers, as appropriate. c. The State will have Government Purpose Rights to the Work Product as Deliverable or delivered to the State hereunder. “Government Purpose Rights” are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. “Government Purpose Rights” also include the right to release or disclose the Work Product outside the State for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any State government purpose. Such recipients of the Work Product may include, without limitation, State Contractors, California local governments, the U.S. federal government, and the State and local governments of other states. “Government Purpose Rights” do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product for any commercial purpose. d. . This subsection and the rights thereunder may be modified as required for federally funded SaaS pursuant to 45 CFR 95.617. The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the Contractor or jointly by the Contractor and the State may be used by either party without obligation of notice or accounting. e. . This Contract shall not preclude the Contractor from developing materials outside this Contract that are competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to this Contract.

Rights in Work Product. a. a) All inventions, discoveries, intellectual property, technical communications and records originated or prepared by the Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or of improvements thereto, and including Contractor’s 's administrative communications and records relating to this Contract (collectively, the “"Work Product”), ") shall be Contractor’s 's exclusive property. The provisions of this subsection a. SubSection a) may be revised in a Statement of Work. b. b) Software and other materials developed or otherwise obtained by or for Contractor or its Affiliates affiliates independently of this Contract or applicable purchase order (“"Pre-Existing Materials”") do not constitute Work Product. If Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other original elements of Pre-Existing Materials do not. Nothing in this Section 88 13 will be construed to interfere with Contractor’s 's or its Affiliates’ affiliates' ownership of Pre-Existing Materials. Intellectual property rights embodied in the Pre-Existing Materials shall remain with Contractor, its Affiliates, and/or its suppliers or manufacturers, as appropriate. c. The State c) CalPERS will have Government Purpose Rights to the Work Product as Deliverable or delivered to the State CalPERS hereunder. “"Government Purpose Rights” " are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. “"Government Purpose Rights” " also include the right to release or disclose the Work Product outside the State CalPERS for for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any State government purpose. Such recipients of the Work work Product may include, without limitation, State State, Contractors, California local governments, the U.S. federal government, and the State and local governments of other states. “"Government Purpose Rights” " do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose diclose the Work Product for any commercial purpose. d. d) Any work products developed by the Contractor and designated confidential by CalPERS shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to CalPERS. The identification of all such confidential data and information, as well as CalPERS’ procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by CalPERS in writing to the contractor. e) The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the Contractor or jointly by the Contractor and the State may be used by either party without obligation of notice or accounting. e. f) This Contract shall not preclude the Contractor from developing materials outside this Contract that are competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to this Contract.

Rights in Work Product. a. a) All inventions, discoveries, intellectual property, technical communications and records originated or prepared by the Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including Contractor’s 's administrative communications and records relating to this Contract (collectively, the “"Work Product”"), shall be Contractor’s 's exclusive property. The provisions of this subsection a. sub-section a) may be revised in a Statement of Work. b. b) Software and other materials developed or otherwise obtained by or for Contractor or its Affiliates affiliates independently of this Contract or applicable purchase order (“"Pre-Existing Materials”") do not constitute Work Product. If Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other original elements of Pre-Existing Materials do not. Nothing in this Section 88 Clause will be construed to interfere with Contractor’s 's or its Affiliates’ affiliates' ownership of Pre-Existing Materials. Intellectual property rights embodied in the Pre-Existing Materials shall remain with Contractor, its Affiliates, and/or its suppliers or manufacturers, as appropriate. c. The State CSU will have Government Purpose Rights to the Work Product as Deliverable or delivered to the State CSU hereunder. “"Government Purpose Rights” " are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. “"Government Purpose Rights” also include the right to release or disclose the Work Product outside the State CSU for any State government CSU purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any State government CSU purpose. Such recipients of the Work Product may include, without limitation, CSU Contractors, California State Contractorsgovernment, California local governments, the U.S. federal government, and the State and local governments of other states. “"Government Purpose Rights” " do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product for any commercial purpose. d. . The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the Contractor or jointly by the Contractor and the State may be used by either party without obligation of notice or accounting. e. . This Contract shall not preclude the Contractor from developing materials outside this Contract that are competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to this Contract.

Rights in Work Product. a. All inventions, discoveries, intellectual property, technical communications communications, and records originated or prepared by the Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including the Contractor’s administrative communications and records relating to this Contract (collectively, the “Work Product”), shall be the Contractor’s exclusive property. The provisions of this subsection a. sub-section a) may be revised in a Statement of Work. b. . Software and other materials developed or otherwise obtained by or for the Contractor or its Affiliates affiliates independently of this Contract or applicable purchase order (“Pre-Existing Materials”) do not constitute Work Product. If the Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other original elements of Pre-Existing Materials do not. Nothing in this Section 88 37 will be construed to interfere with the Contractor’s or its Affiliatesaffiliates’ ownership of Pre-Pre- Existing Materials. Intellectual property rights embodied in the Pre-Existing Materials shall remain with Contractor, its Affiliates, and/or its suppliers or manufacturers, as appropriate. c. The State will have Government Purpose Rights to the Work Product as Deliverable or delivered to the State hereunder. “Government Purpose Rights” are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights rights, and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. “Government Purpose Rights” also include the right to release or disclose the Work Product outside the State for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any State government purpose. Such recipients of the Work Product may include, without limitation, State Contractors, California local governments, the U.S. federal government, and the State and local governments of other states. “Government Purpose Rights” do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product for any commercial purpose. d. . The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the Contractor or jointly by the Contractor and the State may be used by either party without obligation of notice or accounting. e. . This Contract shall not preclude the Contractor from developing materials outside this Contract that are competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to this Contract.

Rights in Work Product. a. A. All inventions, discoveries, intellectual property, technical communications and records originated or prepared by the Contractor pursuant to this Contract Agreement including papers, reports, charts, computer programs, and other Documentation or of improvements thereto, and including Contractor’s 's administrative communications and records relating to this Contract Agreement (collectively, the “"Work Product”), ") shall be Contractor’s 's exclusive property. The provisions of this subsection a. A may be revised in a Statement Letter of WorkEngagement. b. B. Software and other materials developed or otherwise obtained by or for Contractor or its Affiliates affiliates independently of this Contract Agreement or applicable purchase order (“Pre-"Pre- Existing Materials”") do not constitute Work Product. If Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract Agreement constitute Work Product, but other original elements of Pre-Existing Materials do not. Nothing in this Section 88 section will be construed to interfere with Contractor’s 's or its Affiliates’ affiliates' ownership of Pre-Existing Materials. Intellectual property rights embodied in the Pre-Existing Materials shall remain with Contractor, its Affiliates, and/or its suppliers or manufacturers, as appropriate. c. The State C. CalPERS will have Government Purpose Rights to the Work Product as Deliverable deliverable or delivered to the State CalPERS hereunder. “"Government Purpose Rights” " are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. “"Government Purpose Rights” " also include the right to release or disclose the Work Product outside the State CalPERS for any State government purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any State government purpose. Such recipients of the Work Product may include, without limitation, State State, Contractors, California local governments, the U.S. federal government, and the State and local governments of other states. “"Government Purpose Rights” " do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product for any commercial purpose. d. D. Any Work Products developed by the Contractor and designated confidential by CalPERS shall be protected by the Contractor from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to CalPERS. The identification of all such confidential data and information, as well as CalPERS procedural requirements for protection of such data and information from unauthorized use and disclosure shall be provided by CalPERS in writing to the contractor. E. The ideas, concepts, know-how, or techniques relating to data processingcomputer systems, developed during the course of this Contract Agreement by the Contractor or jointly by the Contractor and the State may be used by either party without obligation of notice or accounting. e. F. This Contract Agreement shall not preclude the Contractor from developing materials outside this Contract Agreement that are competitive, irrespective of their similarity to materials which might be delivered to the State pursuant to this ContractAgreement.