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power or use is granted or implied. Successful Respondent may not incur any debts, obligations,
<br />expenses, or liabilities of any kind on behalf of the State or DIR.
<br />4.$ Proof of Financial Stability
<br />Either DIR or Customer may require Successful Respondent to provide proof of financial stability prior to
<br />or at any time during the Contract term.
<br />Regardless of any other provision of the Contract or its incorporated or referenced documents, all of the
<br />data for State of Texas Customers shall remain, and be stored, processed, accessed, viewed, transmitted,
<br />and received, always and exclusively within the contiguous United States. A State of Texas Customer can
<br />specifically request otherwise; however, Successful Respondent shall notify DIR promptly after such
<br />request is made. For all Customers outside the State of Texas' jurisdiction, the question of data location
<br />shall be at the discretion of such Customers. NOTE: CUSTOMERS SHOULD CONSIDER WHETHER
<br />THEY REQUIRE CONTIGUOUS US -ONLY DATA LOCATION AND HANDLING AND MAKE
<br />SUCCESSFUL RESPONDENT AWARE OF THEIR REQUIREMENTS.
<br />4.10 Independent Contractor
<br />SUCCESSFUL RESPONDENT AGREES AND ACKNOWLEDGES THAT DURING THE
<br />EXISTENCE OF THE CONTRACT, IT IS FURNISHING SERVICES IN THE CAPACITY OF
<br />AN INDEPENDENT CONTRACTOR AND THAT SUCCESSFUL RESPONDENT IS NOT AN
<br />EMPLOYEE OF THE CUSTOMER, DIR, OR THE STATE OF TEXAS.
<br />5.1 Intellectual Property Matters Definitions
<br />5.1 1 "Work Product"
<br />Means any and all deliverables produced by Successful Respondent for Customer under a Statement of
<br />Work issued pursuant to the Contract, including any and all tangible or intangible items or things that
<br />have been or will be prepared, created, developed, invented or conceived at any time following the
<br />Effective Date, including but not limited to any:
<br />(i) works of authorship (such as manuals, instructions, printed material, graphics, artwork,
<br />images, illustrations, photographs, computer programs, computer software, scripts,
<br />configurations, object code, source code or other programming code, HTML code, flow
<br />charts, notes, outlines, lists, compilations, manuscripts, writings, pictorial materials,
<br />schematics, formulae, processes, algorithms, data, information, multimedia files, text web
<br />pages or web sites, other written or machine readable expression of such works fixed in any
<br />tangible media, and all other copyrightable works),
<br />(ii) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or
<br />origin,
<br />(iii) ideas, designs, concepts, personality rights, methods, processes, techniques, apparatuses,
<br />inventions, formulas, discoveries, or improvements, including any patents, trade secrets and
<br />know-how,
<br />(iv) domain names,
<br />(v) any copies, and similar or derivative works to any of the foregoing,
<br />Appendix A Standard Contract Terms and Conditions Page 9
<br /><Rev December 2021>
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