|
<br />Page 19 of 25
<br />know-how, trade secrets, algorithm, software and hardware architecture, and other
<br />background technologies that are newly developed by Consultant under the
<br />Agreement and assigned to the Owner under this Agreement, to make, have made,
<br />use, reproduce, license, display, perform, distribute, sell, offer for sale, service,
<br />support, import, and otherwise disposed of any products, technologies, and services
<br />and for any purposes without restriction.
<br />
<br />E. License Restrictions. Except as otherwise permitted above, the Owner and its
<br />Member Entities shall not, and shall not allow any third party to: (i) modify or
<br />otherwise create derivative works of the Pre-Existing Consultant Materials; (ii) use
<br />the Pre-Existing Consultant Materials for any other purpose, other than the Owner’s
<br />Project; (iii) make, have made, use, reproduce, license, display, perform, distribute,
<br />sell, offer for sale, service, support, or import any product that incorporates, embodies
<br />and/or is based upon the Pre-Existing Consultant Materials; (iv) sublicense, distribute
<br />or otherwise transfer to a third party any of the Pre-Existing Consultant Materials by
<br />itself or as incorporated in the services; or (v) reverse engineer, disassemble,
<br />decompile or attempt to derive the source code or underlying ideas or algorithms of
<br />the Pre-Existing Consultant Materials. Any additional use of the Pre-Existing
<br />Consultant Materials shall require a separate written license agreement.
<br />
<br />F. Miscellaneous. Nothing contained in this Agreement shall be construed as conferring
<br />to the Owner or any third party any license or right by implication, estoppel or
<br />otherwise to any intellectual property rights of Consultant, other than the rights
<br />expressly granted under this Agreement. The Owner and its Member Entities may use
<br />said work products for the specific purpose for which the work product was intended.
<br />Any other use or reuse, without written verification or adaptation by Consultant will
<br />be at the user’s sole risk.
<br />
<br />G. Owner Material. As between the parties, the Owner is the exclusive owner of all
<br />material Consultant collects from the Owner in connection with the services under
<br />this Agreement, including copyrights. Within thirty (30) days of the end date of the
<br />Agreement, or upon the Owner’s notice at any time, Consultant must give all
<br />materials collected to the Owner (or to another party at the Owner’s direction). Unless
<br />the Owner specifies otherwise, all files must be saved in Microsoft Word and Excel
<br />formats, as applicable. Consultant must maintain Consultant’s records relating to
<br />services under this Agreement and Consultant’s invoices, and all other materials, in
<br />an accessible location and condition for a period of not less than one (1) year after the
<br />later of:
<br />
<br />(1) The date when Consultant receives final payment under this Agreement; or
<br />
<br />(2) The date when the Owner resolves with Consultant the findings of any final
<br />audit.
<br />
<br />
<br />
|