Common use of Contractor Materials Clause in Contracts

Contractor Materials. The State acknowledges that Contractor may use or provide the State or a Purchasing Entity with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Contractor has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Contractor or another party) (collectively, “Contractor Materials”). The Products and Services, Contractor Data, Third-Party Data, and Documentation, are considered Contractor Materials. Except when Contractor has expressly transferred title or other interest to the State or a Purchasing Entity by way of Product / Service document , the Contractor Materials are the property of Contractor or its licensors, and Contractor or its licensors retain all right, title and interest in and to the Contractor Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know- how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to the State or any Purchasing Entity any shared development rights in or to any Contractor Materials or other intellectual property, and the State and all Purchasing Entities agree to cooperate with Contractor in the preparation of any documents and take any other actions reasonably requested by Contractor to effectuate the foregoing. Contractor and its licensors reserve all rights not expressly granted to the State and any Purchasing Entity, and no rights, other than those expressly granted herein, are granted to the State or any Purchasing Entity by implication, estoppel or otherwise. The State and Purchasing Entity will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Contractor Materials, or permit any third party to do so.