The Agency Systems. Commencing on the Commencement Date and for the duration of the Scope of Work, the Agency will provide to Provider, the right to use and access the software and hardware currently used by the Agency, or necessary for Provider to perform the functions to be performed by Provider hereunder, on a non-exclusive, non- transferable basis, including the Software, and any successor systems, as listed in the Scope of Work (the “Agency Systems”) for use in performing Services thereunder, and all reasonably necessary support for Provider’s continued use and access thereof. Provider shall be responsible, at Provider's expense, for obtaining any necessary consents or assignments from any third-party licensors of the Agency Systems prior to the date on which such use and access is necessary to enable Provider to use the Agency Systems in accordance with this Section. Provider shall be solely responsible for any fees and other amounts payable to any third party for the performance of Provider’s obligations under this Agreement, unless the parties specifically agree to the contrary in the Scope of Work. Provider shall use the Agency Systems only for the purposes of this Agreement and in accordance with any restrictions on such use which may be stated in the Scope of Work or provided by the Agency to Provider from time to time. Provider shall not modify, decompile, translate or adapt, by reverse engineering or otherwise, the Agency Systems in any way or use the Agency Systems to create a derivative work or attempt to create the source code from the object code except as set forth in the Scope of Work. Provider acknowledges that the Agency Systems are the sole and exclusive property of the Agency or its licensors, including all applicable Intellectual Property Rights inherent therein and appurtenant thereto. Title in and to the Agency Systems and any copies thereof shall be and remain the sole and exclusive property of the Agency or its licensors. Provider shall not sell, transfer, publish, disclose, display, rent, lease, loan, license, or otherwise make available any portion of the Agency Systems to others, and shall not permit any other party access or use of such the Agency Systems, other than the employees and agents of Provider and its approved subcontractors who have a need to access or use such Systems for performance of this Agreement. Provider agrees to secure and protect the Agency Systems in a manner consistent with the maintenance of the Agency’s or its licensor...
