Common use of Contract Materials Clause in Contracts

Contract Materials. At the end of this Agreement, or in the event of termination, all finished or unfinished documents, data, studies, maps, photographs, reports, and other written materials (collectively referred to as “contract materials”) prepared by Consultant under this Agreement shall become the property of C/CAG and shall be promptly delivered to C/CAG. Upon termination, Consultant may make and retain a copy of such contract materials if permitted by law. However, notwithstanding any provision to the contrary in this Agreement, Consultant shall retain ownership and all rights in all inventions, improvements, discoveries, methodologies, models, formats, software, algorithms, processes, procedures, designs, specifications, findings, and other intellectual properties developed, gathered, or produced by Consultant prior to, or independently of, any of its services under this Agreement (“Pre-existing Materials”), including such Pre-existing Materials that Consultant may employ in the performance of this Agreement, or may incorporate into any part of the contract materials. Consultant grants C/CAG an irrevocable, non- exclusive, royalty-free license in perpetuity to use, disclose, derive from, and transfer such Pre-existing Materials, but only as an inseparable part of the contract materials. If any third-party content is incorporated into the contract materials, such third-party content shall not become the property of C/CAG. Consultant shall secure all licenses necessary for C/CAG to utilize Consultant’s services and the contract materials for their intended purposes. Any unauthorized or unintended use, re-use, or modification by C/CAG of the contract materials, work product, services or deliverables prepared and provided by Consultant under this Agreement shall be at C/CAG’s sole risk and without liability to Consultant. Furthermore, in no event shall Consultant be responsible or liable for any losses or damages suffered by any person or third party as a result of their use of the contract materials, work product, services, or deliverables provided by Consultant to C/CAG under this Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or third party other than the parties to this Agreement any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.