|
extent that Grantee cannot make any of the assignments required by this section,
<br /> Grantee hereby grants to the State a perpetual, irrevocable, royalty-free license to use,
<br /> 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 /> Contract Number:CTGG1 2018-1605 Page 15 of 22 Version 0817
<br />
|