|
<br />________________________________________________________________________________________________________
<br /> Page 7 of 14
<br />
<br />iii. All Personal Information in the possession of the Contractor that may not be disclosed
<br />under state or federal law.
<br />
<br />B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer,
<br />sale, or disclosure of Confidential Information. The Contractor shall use Confidential
<br />Information solely for the purposes of this Contract and shall not use, share, transfer, sell or
<br />disclose any Confidential Information to any third party except with the prior written consent of
<br />COMMERCE or as may be required by law. The Contractor shall take all necessary steps to
<br />assure that Confidential Information is safeguarded to prevent unauthorized use, sharing,
<br />transfer, sale or disclosure of Confidential Information or violation of any state or federal laws
<br />related thereto. Upon request, the Contractor shall provide COMMERCE with its policies and
<br />procedures on confidentiality. COMMERCE may require changes to such policies and
<br />procedures as they apply to this Contract whenever COMMERCE reasonably determines that
<br />changes are necessary to prevent unauthorized disclosures. The Contractor shall make the
<br />changes within the time period specified by COMMERCE. Upon request, the Contractor shall
<br />immediately return to COMMERCE any Confidential Information that COMMERCE reasonably
<br />determines has not been adequately protected by the Contractor against unauthorized
<br />disclosure.
<br />
<br />C. Unauthorized Use or Disclosure. The Contractor shall notify COMMERCE within five (5)
<br />working days of any unauthorized use or disclosure of any confidential information, and shall
<br />take necessary steps to mitigate the harmful effects of such use or disclosure.
<br />6. COPYRIGHT
<br />Unless otherwise provided, all Materials produced under this Contract shall be considered "works for
<br />hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall
<br />be considered the author of such Materials. In the event the Materials are not considered “works for
<br />hire” under the U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and
<br />interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to
<br />COMMERCE effective from the moment of creation of such Materials.
<br />“Materials” means all items in any format and includes, but is not limited to, data, reports, documents,
<br />pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
<br />and/or sound reproductions. “Ownership” includes the right to copyright, patent, register and the ability
<br />to transfer these rights.
<br />For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
<br />produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty-
<br />free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
<br />distribute, prepare derivative works, publicly perform, and publicly display. The Contractor warrants
<br />and represents that the Contractor has all rights and permissions, including intellectual property rights,
<br />moral rights and rights of publicity, necessary to grant such a license to COMMERCE.
<br />The Contractor shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
<br />Materials furnished under this Contract, of all known or potential invasions of privacy contained therein
<br />and of any portion of such document which was not produced in the performance of this Contract.
<br />The Contractor shall provide COMMERCE with prompt written notice of each notice or claim of
<br />infringement received by the Contractor with respect to any Materials delivered under this Contract.
<br />COMMERCE shall have the right to modify or remove any restrictive markings placed upon the
<br />Materials by the Contractor.
<br />7. DISPUTES
<br />In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
<br />the following manner: Each party to this Agreement shall appoint one member to the Dispute Board.
<br />The members so appointed shall jointly appoint an additional member to the Dispute Board. The
<br />Dispute Board shall review the facts, Agreement terms and applicable statutes and rules and make a
<br />determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
<br />DocuSign Envelope ID: 148415F2-2DEE-4ED5-AED8-215F008DBEB1
|