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Docusign Envelope ID: B2E3CB28-321B-4F61-906C-2DA51CA6131C
<br />Contract Number: 25-HTD-ZL-00189 / 491003894
<br />15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
<br />A. Work Product
<br />Subrecipient agrees to provide to the State a royalty -free, non-exclusive and irrevocable license to reproduce
<br />publish or otherwise use and to authorize others to use the Work Product described herein, for the Federal
<br />Awarding Agency's and State's purposes. All Work Product shall be delivered to the State by Subrecipient
<br />upon completion or termination hereof.
<br />B. Exclusive Property of the State
<br />Except to the extent specifically provided elsewhere in this Agreement, all State Records, documents, text,
<br />software (including source code), research, reports, proposals, specifications, plans, notes, studies, data,
<br />images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas,
<br />concepts, know-how, and information provided by or on behalf of the State to Subrecipient are the exclusive
<br />property of the State (collectively, "State Materials"). Subrecipient shall not use, willingly allow, cause or
<br />permit Work Product or State Materials to be used for any purpose other than the performance of
<br />Subrecipient's obligations in this Agreement without the prior written consent of the State. Upon termination
<br />of this Agreement for any reason, Subrecipient shall provide all Work Product and State Materials to the
<br />State in a form and manner as directed by the State.
<br />C. Exclusive Property of Subrecipient
<br />Subrecipient retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or
<br />licensed to Subrecipient including, but not limited to, all pre-existing software, licensed products, associated
<br />source code, machine code, text images, audio and/or video, and third -party materials, delivered by
<br />Subrecipient under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable
<br />(collectively, "Subrecipient Property"). Subrecipient Property shall be licensed to the State as set forth in this
<br />Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii) obtained
<br />by the State from the applicable third -party vendor, or (iii) in the case of open source software, the license
<br />terms set forth in the applicable open source license agreement.
<br />16. GENERAL PROVISIONS
<br />A. Assignment
<br />Subrecipient's rights and obligations under this Agreement are personal and may not be transferred or
<br />assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such
<br />consent shall be void. Any assignment or transfer of Subrecipient's rights and obligations approved by the
<br />State shall be subject to the provisions of this Agreement.
<br />B. Subcontracts
<br />Subrecipient shall not enter into any subaward or subcontract in connection with its obligations under this
<br />Agreement without the prior, written approval of the State. Subrecipient shall submit to the State a copy of
<br />each such subaward or subcontract upon request by the State. All subawards and subcontracts entered into
<br />by Subrecipient in connection with this Agreement shall comply with all applicable federal and state laws
<br />and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject
<br />to all provisions of this Agreement. If the entity with whom Subrecipient enters into a subcontract or
<br />subaward would also be considered a Subrecipient, then the subcontract or subaward entered into by
<br />Subrecipient shall also contain provisions permitting both Subrecipient and the State to perform all
<br />monitoring of that Subcontractor in accordance with the Uniform Guidance.
<br />C. Binding Effect
<br />Except as otherwise provided in §16.A., all provisions of this Agreement, including the benefits and burdens,
<br />shall extend to and be binding upon the Parties' respective successors and assigns.
<br />D. Authority
<br />Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
<br />performance of such Party's obligations have been duly authorized.
<br />E. Captions and References
<br />The captions and headings in this Agreement are for convenience of reference only, and shall not be used to
<br />interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or
<br />using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections,
<br />exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted.
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