Common use of Work Products and Ownership Clause in Contracts

Work Products and Ownership. 3.16.1 The City expressly acknowledges that the Software in any form provided by Contractor to the City under this Agreement are the sole property of Contractor and/or its suppliers, and that the City shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement. All software, error corrections, bug fixes, patches, updates, or other improvements or modifications to the Software developed by Contractor for the City using the City’s specifications, Contractor’s specifications, or a combination of both shall become the property of Contractor, provided that the City may access and use this modified Software in accordance with its license. 3.16.2 The City is, will be, and shall remain at all times the owner of all of the City’s Information. Contractor expressly acknowledges that the City has all right, title, or other ownership interest in the City’s Information and Contractor shall not possess or assert any lien or other right against the City’s Information. The City is, will be, and shall remain the owner of all City data, including City-specific data created or generated by either party pursuant to this Agreement. The City may use this City data, including data provided by Contractor, for any purpose. At all times, including during or after the termination or expiration of this Agreement or any license Contractor grants to the City, the City retains the right to reveal or extract the City’s Information and all City-specific data from the Contractor Software and Documents, and the right to use the City-specific data and the City’s Information for the City’s own use, for use with other non-Contractor software, or to load elsewhere. Contractor shall provide a data export tool that returns City-specific data on demand. Contractor shall not use City-specific data for any other purposes other than what is expressly specified in this Agreement.

Work Products and Ownership. 3.16.1 3.17.1. The City expressly acknowledges that the Software all copies of off-the-shelf software (expressly excluding any customized or custom software or work product) and Documents in any form provided by Contractor to the City under this Agreement are the sole property of Contractor and/or its suppliers, and that the City shall not have any right, title, or interest to any such Software (expressly excluding any customized or copies thereof custom software or work product and expressly excluding Equipment) and except as provided provided, authorized, or acquired in or under this Agreement. All software, error corrections, bug fixes, patches, updates, or other improvements or modifications to the Software developed by Contractor for the City using the City’s specifications, Contractor’s specifications, or a combination of both shall become the property of Contractor, provided that the City may access and use this modified Software in accordance with its license. 3.16.2 3.17.2. The City is, will be, and shall remain at all times the owner of all of the City’s Information. Contractor expressly acknowledges that the City has all right, title, or other ownership interest in the City’s Information and Contractor shall not possess or assert any lien or other right against the City’s Information. The City is, will be, and shall remain the owner of all City data, including City-specific data created or generated by either party party, pursuant to this Agreement. The City may use this City data, including data provided by Contractor, for any purpose. At all times, including during or after the termination or expiration of this Agreement or any license Contractor grants to the City, the City retains the right to reveal or extract the City’s Information and all City data and City-specific data from the Contractor Software provided software, hardware, and Documents, and the right to use the City data, City-specific data data, and the City’s Information for the City’s own use, for use with other non-non- Contractor softwaresoftware or hardware, or to load elsewhere. Contractor shall provide a data export tool that is requested or approved by the Director that returns City data and City-specific data on demand. Contractor shall not use City data, City Information, and City-specific data for any other purposes other than what is expressly specified in this Agreement. 3.17.3. Subject to Section 3.17.3, Contractor hereby irrevocably transfers, conveys and assigns to the City and its successors, licensees, and assigns, its entire right, title, interest and full ownership worldwide in and to any work, invention, creation, data, discovery, and all documents, and the copyrights, patents, trademarks, trade secrets, service marks, moral rights, all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known, and any other proprietary rights therein (collectively “Proprietary Rights”) that Contractor, its agents, employees, contractors, and subcontractors (collectively “Authors”) develop, write, create, invent, discover, compile, or produce under this Agreement or under or in connection with any LOA or Project (collectively “Works”). 3.17.4. In the event Contractor has any rights in the Works which cannot be assigned, Contractor shall and does hereby waive enforcement worldwide of the rights against City, its successors, licensees, assigns, distributors and customers or, if necessary, to exclusively license the rights, worldwide to City with the right to sublicense. These rights are assignable by the City. The Authors shall not claim or exercise any Proprietary Rights related to the Works unless agreed and specified in the LOA under which the Works are developed. If requested by the Director or the City Attorney, Contractor shall place a conspicuous notation on any Works, which states that the City owns the Proprietary Rights. 3.17.5. Contractor shall execute (and cause Authors to execute) all documents and perform all necessary steps required by the Director City Attorney to allow the Director and City Attorney to establish and demonstrate ownership of the Works and to further evidence this assignment and ownership. Contractor shall cooperate with the City in registering, prosecuting, creating, and enforcing Proprietary Rights arising under this Agreement. On termination or expiration of this Agreement, or if requested by the Director or the City Attorney, Contractor shall deliver all Works to the Director or the City Attorney at the Contractor’s expense. Contractor shall obtain written agreements from the Authors that bind the Authors to the terms in this Section, including without limitation, the assignment of all Works by Contractor (and Authors) to City which are created under, for, or in connection to this Agreement, LOA, or Project. 3.17.6. The Works and all rights are being sold in their entirety to the City and do not constitute a mere license or franchise to the City. On termination of this Agreement, and without regard to whether the Works are completed, Contractor shall deliver all Works to the City. 3.17.7. All Works developed, written, or produced under this Agreement for use as a contribution to a collective work; a part of a motion picture or other audiovisual work; a translation; a supplementary work; a compilation; an instructional text; a test; answer material for a test; or an atlas, shall be deemed to be “works made for hire” under 17 U.S.C. §§101 and 201, as amended from time to time. Contractor acknowledges and agrees that all Information, Documents, and Works performed under or pursuant to an LOA in connection with this Agreement shall be deemed “works made for hire.” To the extent that title to the Works or any portion of the Works may not, by operation of law, vest in the City or the Works or any portion of the Works may not be considered “works made for hire”, Contractor hereby irrevocably assigns, conveys, and transfers to City and its successors, licensees, and assigns, all rights, title, and interest worldwide in and to the Works and all Proprietary Rights. 3.17.8. Contractor shall obtain written agreements from its agents, employees, contractors, and subcontractors performing work under this Agreement which bind them to the terms in this Section. 3.17.9. Contractor may retain copies of the Works for its archival purposes only. Contractor shall not otherwise use, sell, license, distribute, reproduce, publish, commercialize, or market the Works without the express written permission of the City. If such permission is agreed to by the Director, such express written permission shall be given by the City in a separate agreement between the City and Contractor.

Work Products and Ownership. 3.16.1 3.13.1 The City expressly acknowledges that all copies of the Software and Documents in any form provided by Contractor to the City under this Agreement are the sole property of Contractor and/or its suppliers, and that the City shall not have any right, title, or interest to any such Software and Documents or copies thereof except as provided provided, authorized, or acquired in or under this Agreement. All software, error corrections, bug fixes, patches, updates, or other improvements or modifications to the Software and Documents developed by Contractor for the City using the City’s specifications, Contractor’s specifications, or a combination of both shall become the property of Contractor, provided that the City may access and use this modified Software in accordance with its licensethis Agreement. 3.16.2 3.13.2 The City is, will be, and shall remain at all times the owner of all of the City’s Information. Contractor expressly acknowledges that the City has all right, title, or other ownership interest in the City’s Information and Contractor shall not possess or assert any lien or other right against the City’s Information. The City is, will be, and shall remain the owner of all City data, including City-specific data created or generated by either party party, pursuant to this Agreement. The City may use this City data, including data provided by Contractor, for any purpose. At all times, including during or after the termination or expiration of this Agreement or any license Contractor grants to the City, the City retains the right to reveal or extract the City’s Information and all City data and City-specific data from the Contractor Software and Documents, and the right to use the City data, City-specific data data, and the City’s Information for the City’s own use, for use with other non-Contractor software, or to load elsewhere. Contractor shall provide a data export tool that returns City data and City-specific data on demand. Contractor shall not use City data and City-specific data for any other purposes other than what is expressly specified in this Agreement.

Work Products and Ownership. 3.16.1 3.14.1 The City expressly acknowledges that the Software in all copies of off-the-shelf software (expressly excluding any form customized or custom software or work product) provided by Contractor Broker to the City under this Agreement are the sole property of Contractor Broker and/or its suppliers, and that the City shall not have any right, title, or interest to any such Software or copies thereof software and except as provided provided, authorized, or acquired in or under this Agreement. All software, error corrections, bug fixes, patches, updates, or other improvements or modifications to the Software developed by Contractor for the City using the City’s specifications, Contractor’s specifications, or a combination of both shall become the property of Contractor, provided that the City may access and use this modified Software in accordance with its license.[SUBJECT TO CHANGE; DEPENDENT ON TECHNOLOGY SOLUTIONS PROPOSED AND/OR SELECTED/REQUIRED BY CITY] 3.16.2 3.14.2 The City is, will be, and shall remain at all times the owner of all of the City’s Information. Contractor Broker expressly acknowledges that the City has all right, title, or other ownership interest in the City’s Information and Contractor Broker shall not possess or assert any lien or other right against the City’s Information. The City is, will be, and shall remain the owner of all City data, including City-specific data created or generated by either party party, pursuant to this Agreement. The City may use this City data, including data provided by ContractorBroker, for any purpose. At all times, including during or after the termination or expiration of this Agreement or any license Contractor Broker grants to the City, the City retains the right to reveal or extract the City’s Information and all City data and City-specific data from the Contractor Software Broker provided software, hardware, and Documents, and the right to use the City data, City-specific data data, and the City’s Information for the City’s own use, for use with other non-Contractor softwareBroker software or hardware, or to load elsewhere. Contractor Broker shall provide a data export tool that is requested or approved by the Director that returns City data and City-specific data on demand. Contractor Broker shall not use City data and City-specific data for any other purposes other than what is expressly specified in this Agreement.

Work Products and Ownership. 3.16.1 The City expressly acknowledges that the Software all copies of off-the-shelf software (expressly excluding any customized or custom software or work product) and Documents in any form provided by Contractor to the City under this Agreement are the sole property of Contractor and/or its suppliers, and that the City shall not have any right, title, or interest to any such Software (expressly excluding any customized or copies thereof custom software or work product and expressly excluding Equipment) and except as provided provided, authorized, or acquired in or under this Agreement. All software, error corrections, bug fixes, patches, updates, or other improvements or modifications to the Software developed by Contractor for the City using the City’s specifications, Contractor’s specifications, or a combination of both shall become the property of Contractor, provided that the City may access and use this modified Software in accordance with its license. 3.16.2 The City is, will be, and shall remain at all times the owner of all of the City’s Information. Contractor expressly acknowledges that the City has all right, title, or other ownership interest in the City’s Information and Contractor shall not possess or assert any lien or other right against the City’s Information. The City is, will be, and shall remain the owner of all City data, including City-specific data created or generated by either party party, pursuant to this Agreement. The City may use this City data, including data provided by Contractor, for any purpose. At all times, including during or after the termination or expiration of this Agreement or any license Contractor grants to the City, the City retains the right to reveal or extract the City’s Information and all City data and City-specific data from the Contractor Software provided software, hardware, and Documents, and the right to use the City data, City-specific data data, and the City’s Information for the City’s own use, for use with other non-Contractor softwaresoftware or hardware, or to load elsewhere. Contractor shall provide a data export tool that is requested or approved by the Director that returns City data and City-specific data on demand. Contractor shall not use City data, City Information, and City-specific data for any other purposes other than what is expressly specified in this Agreement. Subject to Section 3.17.3, Contractor hereby irrevocably transfers, conveys and assigns to the City and its successors, licensees, and assigns, its entire right, title, interest and full ownership worldwide in and to any work, invention, creation, data, discovery, and all documents, and the copyrights, patents, trademarks, trade secrets, service marks, moral rights, all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known, and any other proprietary rights therein (collectively “Proprietary Rights”) that Contractor, its agents, employees, contractors, and subcontractors (collectively “Authors”) develop, write, create, invent, discover, compile, or produce under this Agreement or under or in connection with any LOA or Project (collectively “Works”). In the event Contractor has any rights in the Works which cannot be assigned, Contractor shall and does hereby waive enforcement worldwide of the rights against City, its successors, licensees, assigns, distributors and customers or, if necessary, to exclusively license the rights, worldwide to City with the right to sublicense. These rights are assignable by the City. The Authors shall not claim or exercise any Proprietary Rights related to the Works unless agreed and specified in the LOA under which the Works are developed. If requested by the Director or the City Attorney, Contractor shall place a conspicuous notation on any Works, which states that the City owns the Proprietary Rights. Contractor shall execute (and cause Authors to execute) all documents and perform all necessary steps required by the Director City Attorney to allow the Director and City Attorney to establish and demonstrate ownership of the Works and to further evidence this assignment and ownership. Contractor shall cooperate with the City in registering, prosecuting, creating, and enforcing Proprietary Rights arising under this Agreement. On termination or expiration of this Agreement, or if requested by the Director or the City Attorney, Contractor shall deliver all Works to the Director or the City Attorney at the Contractor’s expense. Contractor shall obtain written agreements from the Authors that bind the Authors to the terms in this Section, including without limitation, the assignment of all Works by Contractor (and Authors) to City which are created under, for, or in connection to this Agreement, LOA, or Project. The Works and all rights are being sold in their entirety to the City and do not constitute a mere license or franchise to the City. On termination of this Agreement, and without regard to whether the Works are completed, Contractor shall deliver all Works to the City. All Works developed, written, or produced under this Agreement for use as a contribution to a collective work; a part of a motion picture or other audiovisual work; a translation; a supplementary work; a compilation; an instructional text; a test; answer material for a test; or an atlas, shall be deemed to be “works made for hire” under 17 U.S.C. §§101 and 201, as amended from time to time. Contractor acknowledges and agrees that all Information, Documents, and Works performed under or pursuant to an LOA in connection with this Agreement shall be deemed “works made for hire.” To the extent that title to the Works or any portion of the Works may not, by operation of law, vest in the City or the Works or any portion of the Works may not be considered “works made for hire”, Contractor hereby irrevocably assigns, conveys, and transfers to City and its successors, licensees, and assigns, all rights, title, and interest worldwide in and to the Works and all Proprietary Rights. Contractor shall obtain written agreements from its agents, employees, contractors, and subcontractors performing work under this Agreement which bind them to the terms in this Section. Contractor may retain copies of the Works for its archival purposes only. Contractor shall not otherwise use, sell, license, distribute, reproduce, publish, commercialize, or market the Works without the express written permission of the City. If such permission is agreed to by the Director, such express written permission shall be given by the City in a separate agreement between the City and Contractor. Contractor shall obtain, maintain, and pay for all licenses, approvals, consents, permits, and certificates required to provide the Services, including all professional licenses required by any statute, ordinance, rule, or regulation (collectively “Licenses”). Contractor shall immediately notify the Director of any suspension, revocation, or other detrimental action against its Licenses.