Common use of Developed Software Clause in Contracts

Developed Software. Except as provided above within this Section 11, Consultant or its Licensors own and retain all rights, title and interests in the Developed Software. This Agreement does not transfer ownership rights of any description in the Developed Software to NYSDOT or any third party. Consultant does however, grant a royalty-free, perpetual, transferable, nonexclusive and irrevocable license for all Intellectual Property related to the Licensed Developed Software provided under this Agreement for authorized users of the NYSDOT CSMIN System to use, modify and reproduce the Consultant-Owned Software in connection with NYSDOT’s authorized use of the NYSDOT CSMIN Software. This license grant also permits NYSDOT to distribute the Consultant-Owned Software provided under this Agreement to cities, counties, and municipalities and other governmental entities within the State of New York, for all NYSDOT-specific Consultant-Owned Software that is not incorporated into the currently- available version of Consultant’s NYSDOT CSMIN System software; unless such other governmental agencies have acquired rights under separate agreement or other legally permissible manner to Consultant’s CSMIN System software.