Common use of Software Ownership Clause in Contracts

Software Ownership. If Subrecipient develops or pays to have developed computer software exclusively with funds or proceeds from the Contract to perform its obligations under the Contract, or to perform computerized tasks that it was not previously performing to meet its obligations under the Contract, the computer software shall be exclusively owned by or licensed to the Department. If Subrecipient develops or pays to have developed computer software which is an addition to existing software owned by or licensed exclusively with funds or proceeds from the Contract, or to modify software to perform computerized tasks in a manner different than previously performed, to meet its obligations under the Contract, the addition shall be exclusively owned by or licensed to the Department. In the case of software owned by the Department, the Department grants to Subrecipient a nontransferable, nonexclusive license to use the software in the performance of the Contract. In the case of software licensed to the Department, the Department grants to Subrecipient permission to use the software in the performance of the Contract. This license or permission, as the case may be, terminates when Subrecipient has completed its work under the Contract. If Subrecipient uses computer software licensed to it which it does not modify or program to handle the specific tasks required by the Contract, then to the extent allowed by the license agreement between Subrecipient and the owner of the software, Subrecipient grants to the Department a continuing, nonexclusive license for either the Department or a different contractor to use the software in order to perform work substantially identical to the work performed by Subrecipient under the Contract. If Subrecipient cannot grant the license as required by this section, then Subrecipient shall reveal the input screens, report formats, data structures, linkages, and relations used in performing its obligations under the contract in such a manner to allow the Department or another contractor to continue the work performed by Subrecipient under the Contract.

Software Ownership. If Subrecipient Contractor develops or pays to have developed computer software exclusively with funds or proceeds from the Contract to (i) perform its obligations under the Contract, or (ii) to perform computerized tasks that it was not previously performing to meet its obligations under the Contract, the computer software shall be exclusively owned by or licensed to the Department. If Subrecipient Contractor develops or pays to have developed computer software exclusively with funds or proceeds from the Contract (i) which is an addition to existing software owned by or licensed exclusively with funds or proceeds from the Contractowned by Contractor, or (ii) to modify software owned by Contractor to perform computerized tasks in a manner different than previously performedperformed specifically, to meet its obligations under the Contract, the addition (but not the underlying software) shall be exclusively owned by or licensed to the Department. In the case of software owned by the Department, the Department grants to Subrecipient Contractor a nontransferable, nonexclusive license to use the software in the performance of the Contract. In the case of software licensed to the Department, the Department grants to Subrecipient Contractor permission to use the software in the performance of the Contract. This license or permission, as the case may be, terminates when Subrecipient Contractor has completed its work under the Contract. If Subrecipient Contractor uses computer software licensed to it which it does not modify or program to handle the specific tasks required by the Contract, then to the extent allowed by the license agreement between Subrecipient Contractor and the owner of the software, Subrecipient Contractor grants to the Department a continuing, nonexclusive license for either the Department or a different contractor to use the software in order to perform work substantially identical to the work performed by Subrecipient Contractor under the Contract. If Subrecipient Contractor cannot grant the license as required by this section, then Subrecipient Contractor shall reveal the input screens, report formats, data structures, linkages, and relations used in performing its obligations under the contract in such a manner to allow the Department or another contractor to continue the work performed by Subrecipient contractor under the Contract.

Software Ownership. If Subrecipient Contractor develops or pays to have developed computer software exclusively with funds or proceeds from the Contract solely to perform its obligations under the Contract, or to perform computerized tasks that it was not previously performing solely to meet its obligations under the Contract, the computer software shall be exclusively owned by or licensed to the Department. If Subrecipient Contractor develops or pays to have developed computer software which is an addition to existing software owned by or licensed exclusively with funds or proceeds from the Contract, or to modify software to perform computerized tasks in a manner different than previously performed, solely to meet its obligations under the Contract, the addition shall be exclusively owned by or licensed to the Department. In the case of software owned by the Department, the Department grants to Subrecipient Contractor a nontransferable, nonexclusive license to use the software in the performance of the Contract. In the case of software licensed to the Department, the Department grants to Subrecipient Contractor permission to use the software in the performance of the Contract. This license or permission, as the case may be, terminates when Subrecipient Contractor has completed its work under the Contract. If Subrecipient Contractor uses computer software licensed to it which it does not modify or program solely to handle the specific tasks required by the Contract, then to the extent allowed by the license agreement between Subrecipient Contractor and the owner of the software, Subrecipient Contractor grants to the Department a continuing, nonexclusive license for either the Department or a different contractor to use the software in order to perform work substantially identical to the work performed by Subrecipient Contractor under the Contract. If Subrecipient Contractor cannot grant the license as required by this section, then Subrecipient to the extent permitted by the applicable license agreement, Contractor shall reveal the input screens, report formats, data structures, linkages, and relations used in performing its obligations under the contract in such a manner to allow the Department or another contractor to continue the work performed by Subrecipient contractor under the Contract. This section shall not apply to Contractor’s licensed electronic health records software system or any software system used to facilitate managed care.