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<br />Customer a non-exclusive license to use, execute, reproduce, display, perform, adapt (unless the
<br />Contractor demonstrates to the Customer before execution of a purchase order that adaptation
<br />will violate existing agreements or law) and distribute the product to authorized users up to the
<br />license capacity identified in the purchase order with all license rights essary to effect the
<br />Customer's stated purpose, and (2) recognize the State as the licensee, where the Customer is
<br />part of the State. Where these rights are not otherwise covered by the ISPO's standard license
<br />agreement, the Contractor shall obtain these rights at its sole expense. The Customer shall
<br />reproduce all copyright notices and any other legend of ownership on any copies authorized
<br />under this paragraph.
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<br />For custom products, effective upon creation the Contractor hereby conveys to the
<br />Customer the sole and exclusive rights, title and interest in the product, including all trademark
<br />and copyrights, and the Contractor shall take all essary and appropriate steps to ensure that the
<br />products are protected against unauthorized copying, reproduction, or marketing through the
<br />Contractor or its employees, subcontractors, or agents; provided, that the Contractor may
<br />otherwise use any related or underlying general knowledge, skills, ideas, concepts, techniques
<br />and experience developed under the Contract. In the alternative to taking exclusive ownership
<br />and title to such products, the Customer may elect, by providing written notice to the Contractor,
<br />to take a non-exclusive license to use, execute, reproduce, display, perform, and distribute the
<br />product as described in the preceding paragraph.
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<br />3.23 Software License Grant: Where product is acquired on a licensed basis, the following
<br />terms shall constitute the license grant.
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<br />Scope: Licensee is granted a non-exclusive license to use, execute, reproduce, display,
<br />perform, or merge the product within its business enterprise in the United States up to the
<br />maximum licensed capacity identified on the purchase order. The product may be accessed,
<br />used, executed, reproduced, displayed, or performed up to the capacity measured by the
<br />applicable licensing unit identified on the purchase order (i.e., payroll size, number of
<br />employees, CPU, MIPS, MSU, concurrent user, workstation, etc.). Licensee shall have the right
<br />to use and distribute modifications and customizations of the product to and for use by any
<br />Customers otherwise licensed to use the product, provided that any modifications, however
<br />extensive, shall not diminish licensor's proprietary title or interest. This paragraph grants no
<br />license, right, or interest in any trademark, trade name, or service mark.
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<br />Tern1: The license term shall begin the date the product is accepted. Where a license
<br />involves licensee's right to copy a previously licensed and accepted master copy, the term shall
<br />begin the date the purchase order is executed.
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<br />Documentation: Upon request, the Contractor shall deliver to the licensee at the
<br />Contractor's expense (1) one master electronic copy and one hard copy of product
<br />documentation or (2) one master electronic copy and hard copies of the product documentation
<br />by type of license in the following amounts, unless otherwise agreed: for individual/named user.
<br />one copy per licensee; for concurrent users, ten copies per site; for processing capacity, ten
<br />copies per site. The master electronic copy shall be in either CD-ROM or diskette format and
<br />usable without conversion (for example, if a unit has only a 3Yz" disk drive, software shall be
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