Contractor Property and License a. The Contractor will retain all right, title and interest in and to all intellectual property developed by it, (i) for clients other than the Commonwealth, and (ii) for internal purposes and not yet delivered to any client, including all copyright, patent, trade secret, trademark and other intellectual property rights created by the Contractor in connection with such work product (hereinafter the “Contractor Property”). EOHHS acknowledges that its possession or use of Contractor Property will not transfer to it any title to such intellectual property.
Contractor Property and License. (a) Contractor will retain all right, title and interest in and to all Property that is (i) owned by Contractor prior to commencement of the Project; (ii) developed by Contractor after the commencement of the Project, but only to the extent such Property has been developed without Client funds, or (iii) developed by Contractor separate and apart from this Agreement and without use of or reference to any Client Assets (the foregoing (i), (ii) and (iii) collectively, “Contractor Property”). Client acknowledges that its possession, installation or use of Contractor Property, as may be permitted under this Agreement, will not transfer to it any title to such property.
Contractor Property and License. The Contractor will retain all right, title and interest in and to all Property developed by it, i) for clients other than the Commonwealth, and ii) for internal purposes and not yet delivered to any client, including all copyright, patent, trade secret, trademark and other intellectual property rights created by the Contractor in connection with such work (hereinafter the " Contractor Property"). EOHHS acknowledges that its possession, installation or use of the Contractor Property will not transfer to it any title to such property. “Contractor Property” also includes Contractors’ proprietary tools, methodologies and materials developed prior to the performance of services and used by Contractor in the performance of its business and specifically set forth in this Contract and which do not contain, and are not derived from, EOHHS’s Confidential Information, EOHHS’s Property or any data provided to or received by Contractor from or on behalf of EOHHS in furtherance of the services provided under this Contract (the “Commonwealth Data”). EOHHS acknowledges that the Contractor Property contains or constitutes commercially valuable and proprietary trade secrets of the Contractor, the development of which involved the expenditure of substantial time and money and the use of skilled development experts. EOHHS acknowledges that the Contractor Property is being disclosed to EOHHS to be used only as expressly permitted under the terms herein. EOHHS will take no affirmative steps to disclose such information to third parties, and, if required to do so under the Commonwealth’s Public Records Law, M.G.L. c. 66 § 10, or by legal process, will promptly notify the Contractor of the imminent disclosure so that the Contractor can take steps to defend itself against such disclosure. Except as expressly authorized in herein, EOHHS will not copy, modify, distribute or transfer by any means, display, sublicense, rent, reverse engineer, decompile or disassemble the Contractor Property. The Contractor grants to EOHHS, a fully-paid, royalty-free, non-exclusive, non-transferable, worldwide, irrevocable, perpetual, assignable license to make, have made, use, reproduce, distribute, modify, publicly display, publicly perform, digitally perform, transmit, copy, sublicense to any EOHHS subcontractor for purposes of creating, implementing, maintaining or enhancing a Deliverable, and create derivative works based upon the Contractor Property, in any media now known or hereafter known, to...
