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}
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<br /> • !f,4li7I--DADS COUNTY.FLORIDA ' _ Contract No.RFQ00008 '
<br /> the County to the Contractor hereunder or furnished by the Contractor to the County
<br /> and/or created by the Contractor for delivery to the County, even if unfinished or in
<br /> process, as a result of the Services the Contractor performs to connection with this
<br /> Agreement, including all copyright and other proprietary rights therein, which the
<br /> Contractor as well as its employees, agents, subcontractors and suppliers may use only
<br /> in connection with the performance of Services under this'Agreement. The Contractor
<br /> shall not,without the prior written consent o'the County, use such documentation on any
<br /> other project in which the Contractor or its employees, agents, subcontractors or
<br /> suppliers are or may become enoaged_ Submission or distribution by the Contractor to
<br /> meet official regulatory requirements or for other purposes in connection with the
<br /> performance of Services under this Agreement shall not be construed as publication in
<br /> derogation of the County's copyrights or other proprietary rights.
<br /> b) All rights, title and interest in and to certain inventions, ideas, designs and methods,
<br /> specifications and other documentation related thereto developed by the Contractor and
<br /> its subcontractors specifically for the County, hereinafter referred to as "Developed
<br /> Works" shall become the property of the County.
<br /> c) Accordingly, neither the Contractor nor its employees, agents, subcontractors or
<br /> suppliers shall have any proprietary interest in such Developed Works_ The Developed
<br /> Works may riot be utilized, reproduced or distributed by or on behalf of the Contractor, or
<br /> any employee, agent, subcontractor or supplier thereof , without the prior written consent
<br /> of the County; except as required for the Contractor's performance hereunder.
<br /> ' d) Except as ufheiwise provided in subsections a, b, and c above, or elsewhere herein,the
<br /> • Contractor and its subcontractors and suppliers hereunder shall retain all proprietary
<br /> rights in and to all Licensed Software provided hereunder, that have not been
<br /> customized to satisfy the performance criteria set forth in the Scope of Services.
<br /> Notwithstanding the foregoing, the Contractor hereby grants, and shall require that its
<br /> subcontractors and suppliers grant, if the County so desires, a perpetual, irrevocable
<br /> and unrestricted right and license to use, duplicate, disclose andfor permit any ether
<br /> person(s) or entity(ios) to use e!I such Licensed .Software• and the associated
<br /> specifications, technical data and other Documentation for the operations of the County
<br /> or entities controlling, controlled by, tinder common control with, or affiliated with the
<br /> County, or organizations which may hereafter be formed by or become affiliated with the
<br /> • County. Such license specifically includes, but is not limited to, the right of the County to
<br /> Use and/or disclose, in whole or in part, the technical documentation and Licensed
<br /> Software, including source code provided hereunder, to any person or entity outside the
<br /> County for such person's or entity's use in furnishing any and/or all of the Deliverables
<br /> provided hereunder exclusively for the County or entities controlling, controlled by, under
<br /> common control with, or aff[liated with the County, or organizations which may hereafter '
<br /> be formed by or become affiliated with the County. No such License Software,
<br /> specifications,data, documentation or related information shall be deemed to have been
<br /> given in confidence and any statement or legend to the contrary shall be void and of no
<br /> effect.
<br /> ARTICLE 31, VENDOR REGISTRATIONICGNFl._ICT OF INTEREST •
<br /> a) Vendor Registration
<br /> The Contractor shall be a registered vendor with the County — Internal Services Department,
<br /> Procurement Management Division, for the duration of this Agreement. In becoming a
<br /> Registered Vendor with Miami-Dade County, the Contractor confirms its knowledge of and
<br /> Page 17 of 25 _
<br /> • Rev,5116/14
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