Common use of Subject Data Clause in Contracts

Subject Data. In consideration for the payment described, the Vendor agrees to assign all rights, title, and interest in all deliverable Subject Data first produced under this agreement, including copyright, to the University. For purposes of this paragraph Subject Data shall include but not be limited to all notes, designs, drawings, memoranda, reports, computer programs/input and output, and other technical data produced pursuant to this Agreement, but shall not include Vendor’s pre-existing intellectual property including previously copyrighted material, material licensed to the University, or other prior art Vendor understands the University shall have exclusive right to use the Subject Data for any purpose, including but not limited to use, reproduction, distribution, sale, licensing, and sublicensing of the Subject Data, and the development of derivative works based in whole or in part on the Subject Data, without further compensation to Vendor. For data not first produced under this agreement, the Vendor certifies that it has acquired the necessary rights/licenses for the University to copy and use said data, at its discretion, without compensation by the University. In no event shall the University be liable for any claims or liabilities arising out of the use of any libelous or other unlawful matter contained in any data furnished by the Vendor under this agreement.