Documents and Data. The Department acknowledges and agrees that the Department is contracting with Service Provider for Service Provider to provide Services only and not for Service Provider to create or develop anything. In the course of Service Provider’s performance of this Contract, Service Provider agrees that information pertaining to the Covered Population received by Service Provider from the Department, the Covered Population or third parties providing services to or for the Department for the Covered Population ("State Data"), is and shall remain the sole and exclusive property of the State, free and clear of any and all claims of Service Provider. All State Data shall be immediately delivered to the Department in the format to be mutually agreed upon by the Parties as requested or upon termination or completion of this Contract, whichever is earlier. The Department agrees that anything (excepting State Data and only to the extent State Data is so contained therein) held by Service Provider on the Effective Date of this Contract or created or developed in whole or in part by Service Provider (whether or not created or developed while, or in the process of, providing any Services to or for State), including without limitation any and all programming, web-based software or processes, interactive voice response related software or processes, software modifications and customizations, application program interfaces, business methods, statistical research and analysis, training methods or training materials and the HR Configuration Data (collectively, "Service Provider Works"), are and shall remain the sole and exclusive property of Service Provider or its licensors. Nothing in this Contract shall affect in anyway the Service Provider or third party ownership of all right, title and interest in or to any existing Service Provider or third party system, software, applications, routines, techniques, ideas or formulae which may be used in whole or in part by the Service Provider in performing Services for the Department or any modifications, enhancements or derivative works thereof, which shall remain solely the property of the Service Provider or its licensors, including, without limitation, all copyrights and other intellectual property rights thereto. All Service Provider Works shall be delivered to Service Provider as requested or upon termination or completion of this Agreement, whichever is earlier. Notwithstanding the foregoing paragraph, at termination, upon the Service Provider’s uncured Event of Default, or in the case of termination for any other reason and upon agreement for payment of the fees for the items set forth in Exhibit H and pursuant to Section 7, Service Provider grants, and the Department accepts, a non-exclusive, perpetual, nontransferable, internal use license to use the items listed on Exhibit H and the intellectual property created pursuant to the terms of Section 7 for the purposes of maintaining the Services. The license remains valid despite any termination or expiration of this Contract. Nothing in this Section shall be deemed to permit the Department to disclose, provide access to, sublicense, disassemble, decompile, reverse engineer, modify or transfer any of the items identified in Exhibit H or the intellectual property created pursuant to Section 7 without the prior, written consent of Service Provider.
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