Common use of The Department’s Ownership Clause in Contracts

The Department’s Ownership. The Department will have all ownership rights in software and modifications thereof and associated documentation designed, developed, or installed with Federal Financial Participation under 42 U.S.C. 1396b (r); 42 CFR part 433, subpart C; 45 CFR part 75; 45 CFR part 95, subpart F; and part 11, State Medicaid Manual. In addition, except as noted below, the Department will also own all right, title and interest in and to: (i) the Department’s Confidential Information; (ii) the Department’s intellectual property; (iii) the Department’s owned or leased Equipment (iv) the Deliverables: (v) the Module “look and feel” (to the extent such “look and feel” is original to the Module) and product specifications of the Department: (vi) all Department documents and/or policies included in the Module: and (vii) all Data input and/or stored by Users on the Module. 9.1.1 The Department acknowledges that the Services are commercial offerings developed at private expense. The Services are proprietary to the Contractor or the applicable third-party provider and based upon and contain trade secrets and other Confidential Information. Contractor or the applicable third-party provider retains all right, title, and interest, including intellectual property rights and all other rights, in the Services and any copies, modifications or derivative works thereof, and all enforcement rights related thereto. No right to use, print, copy, modify, create derivative works of, adapt, translate, distribute, disclose, decompile or reverse engineer the Services is granted, except as expressly set forth in the Agreement. Contractor reserves all rights not expressly granted hereunder. 9.1.2 With regard to references to 45 C.F.R. 95.617 and other portions of 45 C.F.R. Part 95 the parties acknowledge that an exception under 45 C.F.R. § 95.617(c) applies in situations involving, “proprietary operating/vendor software packages which are provided at established catalog or market prices and sold or leased to the general public,” including SaaS Solutions. 9.1.3 The Department grants to Contractor a non-exclusive, non-transferable license to use Work Product for Contractor’s internal purposes in conjunction with the Services.

The Department’s Ownership. The Department will have all ownership rights in software and modifications thereof and associated documentation designed, developed, or installed with Federal Financial Participation under 42 U.S.C. 1396b (r); 42 CFR part 433, subpart C; 45 CFR part 75; 45 CFR part 95, subpart F; and part 11, State Medicaid Manual. In addition, except as noted below, the Department will also own all right, title and interest in and to: (i) the Department’s Confidential Information; (ii) the Department’s intellectual property; (iii) the Department’s owned or leased Equipment (iv) the Deliverables: (v) the Module “look and feel” (to the extent such “look and feel” is original to the Module) and product specifications of the Department: (vi) all Department documents and/or policies included in the Module: and (vii) all Data input and/or stored by Users on the Module. 9.1.1 The Department acknowledges that the Services Contractor Technology, Proprietary Software and Third-Party Software are commercial offerings developed at private expense. The Services Contractor Technology, Proprietary Software and Third-Party Software are proprietary to the Contractor or the applicable third-party provider and based upon and contain trade secrets and other Confidential Information. Contractor or the applicable third-party provider retains all right, title, and interest, including intellectual property rights and all other rights, in the Services Contractor Technology, Proprietary Software and Third-Party Software and any copies, modifications or derivative works thereof, and all enforcement rights related thereto. No right to use, print, copy, modify, create derivative works of, adapt, translate, distribute, disclose, decompile or reverse engineer the Services Contractor Technology, Proprietary Software and Third-Party Software is granted, except as expressly set forth in the AgreementContract. Contractor reserves all rights not expressly granted hereunder. 9.1.2 With regard to references to 45 C.F.R. 95.617 and other portions provisions of 45 C.F.R. Part 95 the parties acknowledge that an exception under 45 C.F.R. § 95.617(c) applies in situations involving, “proprietary operating/vendor software packages which are provided at established catalog or market prices and sold or leased to the general public,” including SaaS Solutions. 9.1.3 The Department grants to Contractor a non-exclusive, non-transferable license to use Work Product for Contractor’s internal purposes in conjunction with the Services.45