Common use of Title of Product Clause in Contracts

Title of Product. Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Nothing in this Master Agreement shall be construed as transferring any right, title or interest in Contractor’s, the Lead State’s or any Participating or Purchasing Entity’s, or their respective Affiliates’ or subcontractors’ confidential information, pre-existing intellectual property assets, trademarks, copyrights, intellectual property rights or other proprietary interests. Purchasing Entities acknowledge that Contractor Products contain not only hardware but also software, including but not limited to operating systems and applications. Such software may be included in ROMs or other semiconductor chips embedded in hardware, or it may be contained separately on disks or on other media. Such software is proprietary, is copyrighted, and may also contain valuable trade secrets and be protected by patents. Accordingly, Purchasing Entities who execute an Order under this Agreement, each as an end user, is licensed to use any software contained in such Contractor Products, subject to the terms of the license accompanying the Contractor Products, if any, and the applicable patent, trademark, copyright, and other intellectual property, federal and state laws of the United States. Unless the Purchasing Entity who executes an Order under this Master Agreement has obtained Contractor's prior written consent, the Purchasing Entity, in addition to any obligations or restrictions set forth in any license which may accompany a Contractor Product, shall not copy the software, except to back up or for archival purposes, and the Purchasing Entity shall promptly affix to any such copy the same proprietary and copyrights notices as were affixed to the original. The Purchasing Entity shall not disassemble, decompile, reverse engineer, copy, modify, create derivative works thereof, or otherwise change any of the software or its form. The Purchasing Entity who executes an Order under this Agreement acknowledges and agrees that all Contractor Products consisting of software are subject to and governed by the terms of the applicable Contractor end user license agreement that Contractor shall make available to Purchasing Entity for review prior to placement of an Order. Unless such terms are expressly accepted in writing, terms in the agreement that derogate the application to a Purchasing Entity of a corresponding term in this Master Agreement or applicable Participating Addendum shall be deemed void.