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DocuSign Envelope ID: 601932A9-29F4-4C23-80F1-CEA4FACB795C
<br />v.4.10
<br />COLORADO
<br />Financtal5ervices
<br />Li'pdmRenl Of Hl,.. i. i'�,r
<br />Dlv SM of CCnU.Lts and Procurement
<br />ii. Patents
<br />In addition, Contractor grants to the State (and to recipients of Work Product distributed
<br />by or on behalf of the State) a perpetual, worldwide, no -charge, royalty -free, irrevocable patent
<br />license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise
<br />utilize, operate, modify and propagate the contents of the Work Product. Such license applies
<br />only to those patent claims licensable by Contractor that are necessarily infringed by the Work
<br />Product alone, or by the combination of the Work Product with anything else used by the State.
<br />iii. Assignments and Assistance
<br />Whether or not Contractor is under contract with the State at the time, Contractor shall
<br />execute applications, assignments, and other documents, and shall render all other reasonable
<br />assistance requested by the State, to enable the State to secure patents, copyrights, licenses and
<br />other intellectual property rights related to the Work Product. To the extent that Work Product
<br />would fall under the definition of "works made for hire" under 17 U.S.C.S. § 101, the Parties
<br />intend the Work Product to be a work made for hire. Contractor assigns to the State and its
<br />successors and assigns, the entire right, title, and interest in and to all causes of action, either in
<br />law or in equity, for past, present, or future infringement of intellectual property rights related to
<br />the Work Product and all works based on, derived from, or incorporating the Work Product.
<br />B. Exclusive Property of the State
<br />Except to the extent specifically provided elsewhere in this Contract, all State Records,
<br />documents, text, software, (including source code), research, reports, proposals, specifications,
<br />plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models,
<br />surveys, maps, materials, ideas, concepts, know-how, and information provided by or on behalf
<br />of the State to Contractor are the exclusive property of the State (collectively, "State Materials"),
<br />Contractor shall not use, willingly allow, cause or permit Work Product or State Materials to be
<br />used for any purpose other than the performance of Contractor's obligations in this Contract
<br />without the prior written consent of the State. Upon termination of this Contract for any reason,
<br />Contractor shall provide all Work Product and State Materials to the State in a form and manner
<br />as directed by the State.
<br />C. Exclusive Property of Contractor
<br />Contractor retains the exclusive rights, title, and ownership to any and all pre-existing
<br />materials owned or licensed to Contractor including, but not limited to, all pre-existing software,
<br />licensed products, associated source code, machine code, text images, audio and/or video, and
<br />third -party materials, delivered by Contractor under the Contract, whether incorporated in a
<br />Deliverable or necessary to use a Deliverable (collectively, "Contractor Property"). Contractor
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