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Agenda Packet
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07-28-2025
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Agenda Packet
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cooperate, at Customer's sole expense, in the preparation and prosecution of all such applications and in <br />any legal actions and proceedings concerning the Work Product. <br />Successful Respondent hereby irrevocably and forever waives, and agrees never to assert, any Moral <br />Rights in or to the Work Product which Successful Respondent may now have or which may accrue to <br />Successful Respondent's benefit under U.S. or foreign copyright or other laws and any and all other <br />residual rights and benefits which arise under any other applicable law now in force or hereafter enacted. <br />Successful Respondent acknowledges the receipt of equitable compensation for its assignment and waiver <br />of such Moral Rights. The term "Moral Rights" shall mean any and all rights of paternity or integrity of <br />the Work Product and the right to object to any modification, translation or use of the Work Product, and <br />any similar rights existing under the judicial or statutory law of any country in the world or under any <br />treaty, regardless of whether or not such right is denominated or referred to as a moral right. <br />5.5 Confidentiality <br />All documents, information and materials forwarded to Successful Respondent by Customer for use in <br />and preparation of the Work Product shall be deemed the confidential information of Customer, and <br />subject to the license granted by Customer to Successful Respondent under Section 5.8 Successful <br />&npOndent License to Use. Hereunder, Successful Respondent shall not use, disclose, or permit any <br />person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written <br />approval of Customer. <br />The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the <br />Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable <br />harm to Customer's business. Therefore, Successful Respondent acknowledges and stipulates that a court <br />of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, <br />and confidentiality provisions of the Contract, upon a request by Customer, without requiring proof of <br />irreparable injury as same should be presumed. <br />5.7 Return of Materials Pertaining to Work Product <br />Upon the request of Customer, but in any event upon termination or expiration of the Contract, or a <br />Statement of Work, Successful Respondent shall surrender to Customer all documents and things <br />pertaining to the Work Product, including but not limited to drafts, memoranda, notes, records, drawings, <br />manuals, computer software, reports, data, and all other documents or materials (and copies of same) <br />generated or developed by Successful Respondent or furnished by Customer to Successful Respondent, <br />including all materials embodying the Work Product, any Customer confidential information, or <br />Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete. This <br />Section is intended to apply to all Work Product as well as to all documents and things furnished to <br />Successful Respondent by Customer or by anyone else that pertain to the Work Product. <br />Appendix A Standard Contract Terms and Conditions Page 12 <br /><Rev December 2021> <br />
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