Common use of Contractor Works Clause in Contracts

Contractor Works. As between the Contractor and the State, the Contractor will be the sole and exclusive owner of all Works owned by it as of the Effective Date or created by it separate from this Agreement (collectively, the “Contractor Works”). Contractor Works that may be used as part of Contractor’s provision of Services include, but shall not be limited to, proprietary works of authorship that have not been created specifically for the State, including without limitation software, process or logic flowcharts, architecture designs, specifications, models, and documentation, as well as any associated Intellectual Property Rights (“Contractor’s Information”). Upon introduction of any Contractor Works, the Contractor grants to the State and their subcontractors, without additional charge, (i) a perpetual, irrevocable (except as otherwise expressly provided in this paragraph), fully paid-up, non-exclusive license to use, copy, maintain, modify, enhance and create derivative of such Contractor Works (including, with respect to software, source code, and programmer interfaces) and to sublicense such rights to other entities; and (ii) with respect to Contractor Works that are software, copies of machine-readable and human-readable source code and technical documentation for such software. The foregoing license is subject to a right of revocation only upon the expiration or any whole or partial termination of this Agreement (following notice and a 45-day opportunity to cure) if the State has not made full payment of undisputed amounts properly due and owing to the Contractor.