Common use of Third Party Intellectual Property-Derivative Work Clause in Contracts

Third Party Intellectual Property-Derivative Work. In the event that Work Product created by Consultant under the WOC is a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Consultant shall secure on Agency’s behalf and in the name of Agency an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Work Product, including the right to authorize others to do the same on Agency’s behalf. g Limited Agency Indemnity. To the extent permitted by the Oregon Constitution, Article XI, Section 7, and by the Oregon Tort Claims Act, ORS 30.260 through 30.400, Agency shall indemnify and hold Consultant harmless from liability arising out of Agency’s re-use or alteration of the Work Product.

Third Party Intellectual Property-Derivative Work. In the event that Work Product created by Consultant Contractor under the WOC is a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Consultant Contractor shall secure on Agency’s behalf and in the name of Agency an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Work Product, including the right to authorize others to do the same on Agency’s behalf. g Limited Agency Indemnity. To the extent permitted by the Oregon Constitution, Article XI, Section 7, and by the Oregon Tort Claims Act, ORS 30.260 through 30.400, Agency shall indemnify and hold Consultant Contractor harmless from liability arising out of Agency’s re-use or alteration of the Work Product.

Third Party Intellectual Property-Derivative Work. In the event that Work Product created by Consultant under the WOC is a derivative work based on Third Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Consultant shall secure on Agency’s behalf and in the name of Agency an irrevocable, non-exclusive, non-non- transferable, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Work Product, including the right to authorize others to do the same on Agency’s behalf. g Limited Agency Indemnity. To the extent permitted by the Oregon Constitution, Article XI, Section 7, and by the Oregon Tort Claims Act, ORS 30.260 through 30.400, Agency shall will indemnify and hold Consultant harmless from liability arising out of Agency’s unanticipated re-use or unauthorized alteration of the Work Product.