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Miami•Dade County,FL - . I BW9872-1/20
<br /> Contractor or its employees, agents, subcontractors or suppliers are or may become
<br /> engaged. Submission or distribution by the Contractor to meet official regulatory
<br /> requirements or for other purposes in connection with the performance of Services under
<br /> this Agreement shall not be construed as publication in derogation of the County's
<br /> copyrights or other proprietary rights.
<br /> County shall retain ownership and associated rights of all traffic data generated by the system
<br /> provided under this agreement(the"data"). County shall not sell or transfer the data to any private
<br /> entities for purposes not directly related to County activities without the prior written consent of
<br /> Contractor. In furtherance of Contractor's commitment to the advancement of future system-
<br /> based technologies and the betterment of the nation's traffic management planning, and in order
<br /> for Contractor to make informed decisions related to the Agreement, County shall provide the •
<br /> data to Contractor at Contractor's request. Contractor shall notify County prior to transfer of any
<br /> data to private entities.
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<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 Works"
<br /> shall become the property of the County.
<br /> c) Accordingly, neither the Contractor nor its employees, agents, subcontractors or suppliers
<br /> shall have any proprietary interest in such Developed Works. The Developed Works may
<br /> not be utilized, reproduced or distributed by or on behalf of the Contractor, or any
<br /> employee, agent, subcontractor or supplier thereof, without the prior written consent of the
<br /> County, except as required for the Contractor's performance hereunder.
<br /> d) Itis understood that all cameras and hardware purchased under this Agreement, becomes
<br /> the property of the County, and can be used at the County's discretion, at any time. This
<br /> includes but is not limited to future projects and integrations.
<br /> e) Except as otherwise provided in subsections a, b, c, and d above, or elsewhere herein,
<br /> the 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 customized
<br /> to satisfy the performance criteria set forth in the Scope of Work. Notwithstanding the
<br /> foregoing, the Contractor hereby grants, and shall require that its subcontractors and
<br /> suppliers grant, if the County so desires, a perpetual, irrevocable and unrestricted right
<br /> and license to use, duplicate, disclose and/or permit any other person(s) or entity(ies) to
<br /> use all such Licensed Software and the associated specifications, technical data and other
<br /> Documentation for the operations of the County or entities controlling, controlled by, under
<br /> common control with, or affiliated with the County, or organizations which may hereafter
<br /> be formed by or become affiliated with the County. Such license specifically includes, but
<br /> is not limited to, the right of the County to use and/or disclose, in whole or in part, the
<br /> technical documentation and Licensed Software, including source code provided
<br /> hereunder, to any person or entity outside the County for such person's or entity's use in
<br /> furnishing any and/or all of the Deliverables provided hereunder exclusively for the County
<br /> or entities controlling, controlled by, under common control with, or affiliated with the
<br /> County, or organizations which may hereafter be formed by or become affiliated with the
<br /> County. No such Licensed Software, specifications, data, documentation or related
<br /> information shall be deemed to have been given in confidence and any statement or
<br /> legend to the contrary shall be void and of no effect.
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