Common use of Contractor Works Clause in Contracts

Contractor Works. As between the Contractor and the AOC, the Contractor will be the sole and exclusive owner of all Works owned by it as of the Effective Date of the Agreement including all domestic and foreign intellectual property rights in such Works and all modifications, enhancements and derivative works thereof (“Contractor Works”). (a) The AOC will have the right to approve the introduction of any Contractor Works prior to the Contractor's use of such Works to provide the Services. (b) Upon introduction of any Contractor Works in providing the Services, the Contractor grants to the AOC and its subcontractors rights of access to, and use of, such Works during the Term as reasonably necessary for the conduct of the AOC's business. At the expiration or upon any whole or partial termination of the Agreement, the Contractor will provide the AOC (and designees thereof for the purpose of providing services to the AOC), without additional charge, (a) a perpetual, irrevocable, fully paid-up, non-exclusive license to use, copy, main tain, modify, enhance and create derivative works of such Works (including, with respect to software, source code, programmer interfaces, available and to sublicense such rights to other entities for the purpose of providing services to the AOC; and (b) with respect to Contractor Works that are software, copies of machine-readable and human- readable source code and technical documentation for such software.

Appears in 1 contract

Sources: Professional Services Agreement

Contractor Works. 1. As between the Contractor and the AOC, the Contractor will be the sole and exclusive owner of all Works owned by it as of the Effective Date of the Agreement including all domestic and foreign intellectual property rights in such Works and all modifications, enhancements and derivative works thereof (“Contractor Works”). (a) 2. The AOC will have the right to approve the introduction of any Contractor Works prior to the Contractor's use of such Works to provide the Services. (b) 3. Upon introduction of any Contractor Works in providing the Services, the Contractor grants to the AOC and its subcontractors rights of access to, and use of, such Works during the Term as reasonably necessary for the conduct of the AOC's business. At the expiration or upon any whole or partial termination of the Agreement, the Contractor will provide the AOC (and designees thereof for the purpose of providing services to the AOC), without additional charge, (a) a perpetual, irrevocable, fully paid-up, non-exclusive license to use, copy, main tainmaintain, modify, enhance and create derivative works of such Works (including, with respect to software, source code, programmer interfaces, available and to sublicense such rights to other entities for the purpose of providing services to the AOC; and (b) with respect to Contractor Works that are software, copies of machine-readable and human- human-readable source code and technical documentation for such software.

Appears in 1 contract

Sources: Contract Agreement