|
<br />Page 18 of 25
<br />a portion of the overpayment from any funds then or thereafter payable by the
<br />Owner to Consultant for this Project. Interest will be assessed on any partial
<br />payments or repayment schedules based on the unpaid balance at the end of each
<br />month until the balance is paid in full. The assessment of interest will begin thirty
<br />(30) days from the date of the invoice. The rate of interest will be one-half percent
<br />(1/2%) per month, or that permitted by law if lesser. Consultant expressly consents
<br />to this withholding or offsetting of funds under those circumstances, reserving the
<br />right to file a lawsuit to contest the Owner’s decision.
<br />
<br />40. OWNERSHIP. Ownership of work product and inventions created by Consultant shall be
<br />as follows:
<br />
<br />A. Pre-Existing Consultant Materials. The Owner acknowledges and agrees that in the
<br />performance of the services, Consultant will utilize its proprietary data, concepts,
<br />methods, techniques, processes, protocols, ideas, inventions, know-how, trade secrets,
<br />algorithm, software, works of authorship, software and hardware architecture,
<br />databases, tools, other background technologies and standards of judgment that
<br />developed or licensed from third parties prior to the effective date of this Agreement
<br />(the “Pre-Existing Consultant Materials”) and that Consultant shall retain all right,
<br />title and interest, including intellectual property rights in the Pre-existing Consultant
<br />Materials. Subject to the terms and conditions of this Agreement, Consultant hereby
<br />grants to the Owner a non-exclusive, non-transferable, royalty-free license, fully
<br />assignable to the Owner’s Member Entities, to utilize the Pre-Existing Consultant
<br />Materials for the purpose of the Owner’s Project.
<br />
<br />B. Derivative Consultant Materials. The Owner acknowledges and agrees that in the
<br />performance of the services, Consultant will utilize and develop customization,
<br />enhancements, improvements, modifications and adaptations of and to the Pre-
<br />Existing Consultant Materials (the “Derivative Consultant Materials”). Consultant
<br />shall retain all right, title and interest, including intellectual property rights in the
<br />Derivative Consultant Materials. Subject to the terms and conditions of this
<br />Agreement, Consultant hereby grants to the Owner a non-exclusive, non-transferable,
<br />royalty-free license, fully assignable to the Owner’s Member Entities, to utilize the
<br />Derivative Consultant Materials.
<br />
<br />C. New Consultant Materials. The Owner acknowledges and agrees that in the
<br />performance of the services, Consultant may utilize and develop new software,
<br />hardware and other technology or processes that do not utilize or incorporate, or are
<br />not based upon, the Pre-Existing Consultant Materials (“New Consultant Materials”).
<br />Between the parties, subject to the license grant-back set forth below, the Owner will
<br />retain all right, title and interest, including without limitation intellectual property
<br />rights, in and to the New Consultant Materials. The Owner shall have the full
<br />ownership of such New Consultant Materials without any limitation or restriction.
<br />
<br />D. License Grant Back. Subject to the terms and conditions of the Agreement, the Owner
<br />hereby grants to Consultant a non-exclusive, transferable, royalty-free license to
<br />utilize the concepts, methods, techniques, processes, protocols, ideas, inventions,
|