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<br />Interagency Agreement Page 16 of 29
<br />4. ASSIGNMENT
<br />Neither this Agreement, work thereunder, nor any claim arising under this Agreement, shall be
<br />transferred or assigned by the Agreement without prior written consent of COMMERCE.
<br />5. CONFIDENTIALITY AND SAFEGUARDING OF INFORMATION
<br />A.“Confidential Information” as used in this section includes:
<br />1.All material provided to the Grantee by COMMERCE that is designated as “confidential”
<br />by COMMERCE;
<br />2.All material produced by the Grantee that is designated as “confidential” by COMMERCE;
<br />and
<br />3.All Personal Information in the possession of the Grantee that may not be disclosed under
<br />state or federal law.
<br />B.The Grantee shall comply with all state and federal laws related to the use, sharing, transfer,
<br />sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information
<br />solely for the purposes of this Agreement and shall not use, share, transfer, sell or disclose any
<br />Confidential Information to any third party except with the prior written consent of COMMERCE
<br />or as may be required by law. The Grantee shall take all necessary steps to assure that
<br />Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or
<br />disclosure of Confidential Information or violation of any state or federal laws related thereto.
<br />Upon request, the Grantee shall provide COMMERCE with its policies and procedures on
<br />confidentiality. COMMERCE may require changes to such policies and procedures as they
<br />apply to this Agreement whenever COMMERCE reasonably determines that changes are
<br />necessary to prevent unauthorized disclosures. The Grantee shall make the changes within
<br />the time period specified by COMMERCE. Upon request, the Grantee shall immediately return
<br />to COMMERCE any Confidential Information that COMMERCE reasonably determines has not
<br />been adequately protected by the Grantee against unauthorized disclosure.
<br />C.Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within 24 hours of any
<br />unauthorized use or disclosure of any confidential information, and shall take necessary steps
<br />to mitigate the harmful effects of such use or disclosure.
<br />6. COPYRIGHT PROVISIONS
<br />Unless otherwise provided, all Materials produced under this Agreement shall be considered "works
<br />for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE
<br />shall be considered the author of such Materials. In the event the Materials are not considered “works
<br />for hire” under the U.S. Copyright laws, the Grantee 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 Agreement, but that incorporate pre-existing materials not
<br />produced under the Agreement, the Grantee 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 Grantee warrants and
<br />represents that the Grantee has all rights and permissions, including intellectual property rights, moral
<br />rights and rights of publicity, necessary to grant such a license to COMMERCE.
<br />The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of
<br />Materials furnished under this Agreement, of all known or potential invasions of privacy contained
<br />therein and of any portion of such document which was not produced in the performance of this
<br />Docusign Envelope ID: 5C9CDD1E-E998-4C83-AD66-A5E41B68E042Docusign Envelope ID: D434CA11-551F-4F5F-8A80-046DC3E43BC7
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