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modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative
<br />works of the Work Product and all works based upon, derived from, or incorporating
<br />the Work Product by all means and methods and in any format now known or invented
<br />in the future. The State may assign and license its rights under this license.
<br />ii. Assignments and Assistance
<br />Whether or not Grantee is under contract with the State at the time, Grantee shall
<br />execute applications, assignments, and other documents, and shall render all other
<br />reasonable assistance requested by the State, to enable the State to secure patents,
<br />copyrights, licenses and other intellectual property rights related to the Work Product.
<br />The Parties intend the Work Product to be works made for hire. Grantee assigns to the
<br />State and its successors and assigns, the entire right, title, and interest in and to all
<br />causes of action, either in law or in equity, for past, present, or future infringement of
<br />intellectual property rights related to the Work Product and all works based on, derived
<br />from, or incorporating the Work Product.
<br />B. Exclusive Property of the State
<br />Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State
<br />Records, State software, research, reports, studies, photographs, negatives or other
<br />documents, drawings, models, materials, data and information shall be the exclusive property
<br />of the State (collectively, "State Materials"). Grantee shall not use, willingly allow, cause or
<br />permit Work Product or State Materials to be used for any purpose other than the performance
<br />of Grantee's obligations in this Agreement without the prior written consent of the State.
<br />Upon termination of this Agreement for any reason, Grantee shall provide all Work Product
<br />and State Materials to the State in a form and manner as directed by the State.
<br />C. Exclusive Property of Grantee
<br />Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials
<br />owned or licensed to Grantee including, but not limited to, all pre-existing software, licensed
<br />products, associated source code, machine code, text images, audio and/or video, and third -
<br />party materials, delivered by Grantee under this Contract, whether incorporated in a
<br />Deliverable or necessary to use a Deliverable (collectively, "Grantee Property"). Grantee
<br />Property shall be licensed to the State as set forth in this Contract or a State approved license
<br />agreement: (i) entered into as exhibits to this Agreement, (ii) obtained by the State from the
<br />applicable third -party vendor, or (iii) in the case of open source software, the license terms
<br />set forth in the applicable open source license agreement.
<br />17. GOVERNMENTAL IMMUNITY
<br />Liability for claims for injuries to persons or property arising from the negligence of the State, its
<br />departments, boards, commissions committees, bureaus, offices, employees and officials shall be
<br />controlled and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Pt. VI,
<br />Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq.,
<br />C.R.S.
<br />18. STATEWIDE CONTRACT MANAGEMENT SYSTEM
<br />If the maximum amount payable to Grantee under this Agreement is $100,000 or greater, either on
<br />the Effective Date or at any time thereafter, this §18., shall apply. Grantee agrees to be governed
<br />by and comply with the provisions of §§24-106-103, 24-102-206, 24-106-106, and 24-106-107,
<br />Contract Number: CTGGI 2018-1467 Page 15 of 22 Version 0817
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