Common use of Materials/Proprietary Infringement Clause in Contracts

Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph Z (“Indemnification”) below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees. Except as otherwise specifically described in this Contract, including but not limited to Paragraph 31 (“Source Code Provision”), nothing in this Contract or in any subsequent course of dealing between the parties shall be interpreted as granting or conveying any right, title, or ownership interest in: (i) Contractor’s Software or any improvements, modifications, enhancements, or upgrades to the Software; (ii) any source code or documentation necessary for the compilation of the source code; (iii) any current or future copyright, trade secret, patent, patent right, or other intellectual property right of Contractor, whether or not registered in any jurisdiction or with any governmental agency; or (iv) any current or future trade name, trademark, service ▇▇▇▇, logo, depiction, or phrase used to describe the Software or any improvements, modifications, enhancements, or upgrades to the Software. Unless permitted by the express terms of this Contract or upon the prior, specific, written permission of a senior officer of Contractor, neither the County nor any agent, employee, or representative of the County may reproduce, alter, adapt, modify, reverse engineer, or create improvements to the Software.