Common use of Board’s Intellectual Property Clause in Contracts

Board’s Intellectual Property. Provider agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider in connection with the Services, including but not limited to such materials that are adapted or reproduced from Provider’s Materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider may be licensed to use the Board’s intellectual property for specifically defined uses and terms.

Board’s Intellectual Property. Provider agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s 's intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider in connection with the Services, including but not limited to such materials that are adapted or reproduced from Provider’s 's Materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider may be licensed to use the Board’s 's intellectual property for specifically defined uses and terms.

Board’s Intellectual Property. Provider Vendor agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider Vendor in connection with the Services, including but not limited to such materials that are adapted or reproduced from ProviderVendor’s Materials materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider Vendor irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider Vendor intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider Vendor may be licensed to use the Board’s intellectual property for specifically defined uses and terms. Unless otherwise specified in this Contract, all of the foregoing items shall be delivered to the Board upon demand at any time and in any event, shall be promptly delivered to the Board upon expiration or termination of the Contract within three (3) business days of demand. In addition, Vendor shall return the Board’s data in the format requested by the Board. If any of the above items are lost or damaged while in Vendor’s possession, such items shall be restored or replaced at Vendor's expense.

Board’s Intellectual Property. Provider Vendor agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider Vendor solely in connection with the ServicesServices for the Board, including but not limited to such materials that are adapted or reproduced from ProviderVendor’s Materials (“Board Materials”''). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flowworkflow, THIS AGREEMENT WILL BE POSTED ON THE CPS WEBSITE charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services and explicitly marked as Work Product or as otherwise mutually agreed (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider Vendor irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider Vendor intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider Vendor may be licensed to use the Board’s intellectual property for specifically defined uses and terms.

Board’s Intellectual Property. Provider Vendor agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider Vendor in connection with the Services, including but not limited to such materials that are adapted or reproduced from ProviderVendor’s Materials (as defined below) (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider Vendor irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider Vendor intellectual property that is delivered to the Board as part of the Products and Services, including materials, source code, object code, methods, application functionality, software processes, and other software files (“Vendor’s Materials”). Upon written agreement between the parties, Provider Vendor may be licensed to use the Board’s intellectual property for specifically defined uses and terms.

Board’s Intellectual Property. Provider Vendor agrees that all Confidential InformationInformation (hereinafter defined), as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider Vendor in connection with the Services, including but not limited to such materials that are adapted or reproduced from ProviderVendor’s Materials materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider Vendor irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider Vendor intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider Vendor may be licensed to use the Board’s intellectual property for specifically defined uses and terms. Unless otherwise specified in this Agreement, all of the foregoing items shall be delivered to the Board upon demand at any time and in any event, shall be promptly delivered to the Board upon expiration or termination of the Agreement within three (3) business days of demand. In addition, Vendor shall return the Board’s data in the format requested by the Board. If any of the above items are lost or damaged while in Vendor’s possession, such items shall be restored or replaced at Vendor's expense.

Board’s Intellectual Property. Provider Vendor agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider Vendor in connection with the Services, including but not limited to such materials that are adapted or reproduced from ProviderVendor’s Materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider Vendor irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider Vendor intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider Vendor may be licensed to use the Board’s intellectual property for specifically defined uses and terms. No new Intellectual Property, Work Product or the like will be created as a result of this Agreement.

Board’s Intellectual Property. Provider agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider in connection with the Services, including but not limited to such materials that are adapted or reproduced from Provider’s Materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider shall execute all documents and perform all acts that the Board may request in order to This Agreement will be posted on the CPS website. assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider may be licensed to use the Board’s intellectual property for specifically defined uses and terms.

Board’s Intellectual Property. Provider Vendor agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider Vendor in connection with the Services, including but not limited to such materials that are adapted or reproduced from Providerthe Board’s Materials materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flowworkflow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared specifically for CPS in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider Vendor irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider Vendor intellectual property that is delivered to the Board as part of the Products Services including any Vendor tools and Servicestemplates used by Vendor generally in its business and in the performance of This Agreement will be posted on the CPS website. services that do not incorporate Confidential Information of the Board. Upon written agreement between the parties, Provider Vendor may be licensed to use the Board’s intellectual property for specifically defined uses and terms. For the avoidance of doubt, the parties agree that no Work Product is expected or intended to be created under this Agreement, except for specific items expressly identified in Exhibit A as being “works for hire”. Unless otherwise specified in this Contract, all of the foregoing items shall be delivered to the Board upon demand at any time and in any event, shall be promptly delivered to the Board upon expiration or termination of the Contract within three (3) business days of demand. In addition, Vendor shall return the Board’s data in the format requested by the Board. If any of the above items are lost or damaged while in Vendor’s possession, such items shall be restored or replaced at Vendor's expense.

Board’s Intellectual Property. Provider Vendor agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider Vendor in connection with the Services, including but not limited to such materials that are adapted or reproduced from ProviderVendor’s Materials materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider Vendor irrevocably grants, assigns, and transfers to the Board all rightan exclusive, title, and interest in and royalty-free license to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider Vendor intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider Vendor may be licensed to use the Board’s intellectual property for specifically defined uses and terms. Unless otherwise specified in this Agreement, all of the foregoing items shall be delivered to the Board upon demand at any time and in any event, shall be promptly delivered to the Board upon expiration or termination of the Agreement within 10 business days of demand. In addition, Vendor shall return the Board’s data in the format requested in writing by the Board. If any of the above items are lost or damaged while in Vendor’s possession, such items shall be restored or replaced at Vendor's expense.

Board’s Intellectual Property. Provider Vendor agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider Vendor in connection with the Services, including but not limited to such materials that are adapted or reproduced from ProviderVendor’s Materials materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider Vendor irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider Vendor intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider Vendor may be licensed to use the Board’s intellectual property for specifically defined uses and terms. In particular and without limitation, except for Vendor's copyrights in the content of the Services, Vendor agrees that any and all printouts or other items for classroom use created by the Board through its use of Vendor's Products and Services under this Contract shall exclusively be the property of the Board. For the avoidance of doubt, authorized Board Users may copy reasonable portions of the content of the Products and Services (whether in electronic or non-electronic forms) for lesson plans, interactive whiteboards, course packets, reports, dissertations, presentations, school newspapers and for similar nonprofit educational purposes to the extent permitted by applicable law. In each case, however, authorized Board Users and/or students may not remove or alter any copyright, trademark, service xxxx or other proprietary notices or legends. Unless otherwise specified in this Contract, all of the foregoing items shall be delivered to the Board upon demand at any time and in any event, shall be promptly delivered to the Board upon expiration or termination of the Contract within three (3) business days of demand. In addition, Vendor shall return the Board’s data in the format requested by the Board. If any of the above items are lost or damaged while in Vendor’s possession, such items shall be restored or replaced at Vendor's expense. This Agreement will be posted on the CPS website.

Board’s Intellectual Property. Provider Vendor agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider Vendor in connection with the Services, including but not limited to such materials that are adapted or reproduced from ProviderVendor’s Materials materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flowworkflow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider Vendor irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all all: (i) third third- party intellectual property, ; and (ii) pre-existing Provider Vendor intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider Vendor may be licensed to use the Board’s intellectual property for specifically defined uses and terms.. Unless otherwise specified in this Agreement, all of the foregoing items shall be delivered to the Board upon demand at any time and in any event, shall be promptly delivered to the Board upon expiration or termination of this Agreement within three (3) business days of demand. In addition, Vendor shall return the Board’s data in the format requested by the Board. If any of the above items are lost or damaged while in Vendor’s possession, such items shall be restored or replaced at Vendor's expense. THIS AGREEMENT WILL BE POSTED ON THE CPS WEBSITE

Board’s Intellectual Property. Provider Vendor agrees that all Confidential Information, as well as any intellectual property arising therefrom, shall at all times be and remain the property of the Board. The Board’s intellectual property shall include specifically any documents and materials created by the Board either alone or in cooperation with Provider Vendor in connection with the Services, including but not limited to such materials that are adapted or reproduced from ProviderVendor’s Materials materials (“Board Materials”). Any and all unfinished documents, screens, reports, writings, procedural manuals, forms, source code, object code, work flow, charts, methods, processes, drawings, maps, files, records, computer printouts, designs or other materials prepared in the performance of Services (“Work Product”) is exclusively deemed to be “works for hire” within the meaning and purview of the United States Copyright Act, 17 U.S.C. § 101 et seq. To the extent that any Work Product does not qualify as a work for hire, the Provider Vendor irrevocably grants, assigns, and transfers to the Board all right, title, and interest in and to the Work Product in all media throughout the world in perpetuity and all intellectual property rights therein, free and clear of any liens, claims, or other encumbrances, to the fullest extent permitted by law. Provider Vendor shall execute all documents and perform all acts that the Board may request in order to assist the Board in perfecting or protecting its rights in and to intellectual property rights as defined in this Section. Board Materials shall exclude any and all (i) third party intellectual property, and (ii) pre-existing Provider Vendor intellectual property that is delivered to the Board as part of the Products and Services. Upon written agreement between the parties, Provider Vendor may be licensed to use the Board’s intellectual property for specifically defined uses and terms. In particular and without limitation, except for Vendor's copyrights in the content of the Services, Vendor agrees that any and all printouts or other items for classroom use created by the Board through its use of Vendor's Products and Services under this Contract shall exclusively be the property of the Board. For the avoidance of doubt, authorized Board Users may copy reasonable portions of the content of the Products and Services (whether in electronic or non-electronic forms) for lesson plans, interactive whiteboards, course packets, reports, dissertations, presentations, school newspapers and for similar nonprofit educational purposes to the extent permitted by applicable law. In each case, however, authorized Board Users and/or students may not remove or alter any copyright, trademark, service mark or other proprietary notices or legends. Unless otherwise specified in this Contract, all of the foregoing items shall be delivered to the Board upon demand at any time and in any event, shall be promptly delivered to the Board upon expiration or termination of the Contract within three (3) business days of demand. In addition, Vendor shall return the Board’s data in the format requested by the Board. If any of the above items are lost or damaged while in Vendor’s possession, such items shall be restored or replaced at Vendor's expense. This Agreement will be posted on the CPS website.