Common use of Pre-Existing Materials Clause in Contracts

Pre-Existing Materials. 5.3.1. Citizens acknowledges that, in the course of performing the Services, Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents or copyrights that have been previously developed by Vendor or by third parties (collectively, the "Pre-Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embody Pre-Existing Materials in the Work Product, Vendor must first obtain written approval from Citizens. 5.3.2. If and to the extent any Pre-Existing Materials of Vendor are embodied or reflected in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Pre-existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others to do any or all of the foregoing for Citizens’ internal business purposes only. 5.3.3. If and to the extent any Pre-Existing Materials of third parties are embodied or reflected in the Work Product, Vendor shall secure for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform such Pre- Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work Product, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, (b) sublicense all or any portion of the foregoing rights to an affiliate or a third party service provider of Citizens. This Section does not apply to standard office software (e.g., Microsoft Office). 5.3.4. The provisions of this Section shall survive the termination of this Agreement.

Pre-Existing Materials. 5.3.1. Citizens acknowledges that, in the course of performing the Services, Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents patents, copyrights, or copyrights other intellectual property or works of authorship, pre-existing or otherwise, that have not been previously developed created specifically for Citizens, and which have been developed, purchased, licensed, or acquired by Vendor Vendor, its affiliates or by third parties under contract to Vendor or its affiliates (collectively, the "Pre-Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embody embed Pre-Existing Materials in the Work Product, Vendor must first obtain written approval from Citizens. 5.3.2. If and to the extent any Pre-Existing Materials of Vendor are embodied embedded or reflected incorporated in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon to use such Pre-existing Materials Existing Material (and any derivative works thereof for Citizens’ internal business purposes only; work thereof) solely in connection with Citizen’s use of the Work Product and in accordance with any further specific limitations set forth in the applicable Task Order, and, (b) authorize others to do any in the event Pre-Existing Materials constitute Vendor’s proprietary software-based applications, no such Pre-Existing Materials will be unbundled or all of the foregoing for Citizens’ internal business purposes onlyseparated or used as a stand-alone application. 5.3.3. If and to the extent any Pre-Existing Materials of third parties are embodied embedded or reflected incorporated in the Work Product, Vendor shall secure reasonably assist in securing for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform such Pre- Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work Product, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, (b) sublicense all or any portion of the foregoing rights to an affiliate or a third party service provider of Citizens. This Section does not apply to standard office software (e.g., Microsoft Office). 5.3.4. The provisions of this Section shall survive the termination of this Agreement.

Pre-Existing Materials. 5.3.1. Citizens acknowledges that, in the course of performing the Services, Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents patents, copyrights, training materials, or copyrights other intellectual property that have been previously developed developed, purchased, licensed, or acquired by Vendor or by third parties (collectively, the "Pre-Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embody Pre-Existing Materials in the Work Product, Vendor must first obtain written approval from Citizens. 5.3.2. If and to the extent any Pre-Existing Materials of Vendor are embodied embedded or reflected incorporated in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Pre-existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others to do any or all of the foregoing for Citizens’ internal business purposes only. 5.3.3. If and to the extent any Pre-Existing Materials of third parties are embodied embedded or reflected incorporated in the Work Product, Vendor shall secure for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform such Pre- Pre-Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work Product, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, (b) sublicense all or any portion of the foregoing rights to an affiliate or a third party service provider of Citizens. This Section does not apply to standard office software (e.g., Microsoft Office). 5.3.4. The provisions of this Section shall survive the termination of this Agreement.

Pre-Existing Materials. 5.3.1. Citizens acknowledges that, in the course of performing the Services, Vendor may use materials, software, data, designs, utilities, models reports, routines, language, instructions, methods, techniques, know-how, trade secrets, patents patents, copyrights, or copyrights other intellectual property that have been previously developed developed, purchased, licensed, or acquired by Vendor or by third parties (collectively, the "Pre-Existing Materials"), and that that, notwithstanding the delivery of any Deliverables, all intellectual property rights in such Pre-Existing Materials (including any improvements or knowledge developed while performing the Services) and any working papers compiled in connection with the Services shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embody Pre-Existing Materials in the Work Product, Vendor must first obtain written approval from Citizens. 5.3.2. If and to the extent any Pre-Existing Materials of Vendor are embodied embedded or reflected incorporated in the Work ProductDeliverable, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such to use the Pre-existing Existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others solely to do any or all of the foregoing for Citizens’ internal business purposes onlyextent necessary to use the Deliverables. 5.3.3. If and to the extent any Pre-Existing Materials of third parties are embodied embedded or reflected incorporated in the Work ProductDeliverable, Vendor shall use commercially reasonable efforts to secure for Citizens an irrevocable, perpetual, non-non- exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform such Pre- Pre-Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work ProductDeliverable, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, and (b) sublicense all or any portion of the foregoing rights to an affiliate or a third party service provider of Citizens. This Section does not apply to standard office software (e.g., Microsoft Office). 5.3.4. The provisions of this Section shall survive the termination of this Agreement.

Pre-Existing Materials. 5.3.1. 5.4.1 Citizens acknowledges that, in the course of performing the Services, Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents or copyrights that have been previously developed by Vendor or by third parties (collectively, the "Pre-Pre- Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embody Pre-Existing Materials in the Work Product, Vendor must first obtain written approval from Citizens. 5.3.2. 5.4.2 If and to the extent any Pre-Existing Materials of Vendor are embodied or reflected in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Pre-existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others to do any or all of the foregoing for Citizens’ internal business purposes only. The term of this license shall be the same as the term of this Agreement. 5.3.3. 5.4.3 If and to the extent any Pre-Existing Materials of third parties are embodied or reflected in the Work ProductProduct or Services, Vendor shall disclose such fact to Citizens and shall secure for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform use such Pre- Pre-Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials material into any Work ProductProduct or Services, and such right must include, if practicable, a right to: (a) copy, modify, modify and create derivative works based upon such Pre-Existing Materialsworks; and, (b) sublicense all or any portion of the foregoing rights to an affiliate or a third party service provider provider. The term of Citizensthe sublicense shall be the same as the term of this Contract. This Section subparagraph does not apply to standard office software (e.g.i.e., Microsoft Office). 5.3.4. 5.4.4 The provisions of this Section shall survive the termination of this AgreementContract.

Pre-Existing Materials. 5.3.16.3.1. Citizens acknowledges that, in the course of performing delivering the ServicesSolution, Vendor may use prior to or anytime after the Effective Date inventions, improvements, Enhancements, materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents patents, copyrights, or copyrights that have been previously developed other intellectual property developed, purchased, licensed, or acquired by Vendor or by third parties (collectively, the "Pre-Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embody Pre-Existing Materials in the Work Product, Vendor must first obtain written approval from Citizens. 5.3.26.3.2. If and to the extent any Pre-Existing Materials of Vendor are embodied embedded or reflected incorporated in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of distribute, and prepare derivative works access to based upon such Pre-existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others to do any or all of the foregoing for Citizens’ internal business purposes only. 5.3.36.3.3. If and to the extent any Pre-Existing Materials of third parties are embodied embedded or reflected incorporated in the Work Product, Vendor shall secure for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform such Pre- Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work Product, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, (b) to sublicense all or any portion of the foregoing rights to an affiliate or a third third-party service provider vendor of Citizens. This Section Subsection does not apply to standard office software (e.g.for example, Microsoft Office). 5.3.46.3.4. The provisions If and to the extent any Pre-Existing Materials of this Section third parties are embedded or incorporated in the Solution, Vendor agrees that: (a) any license of the Pre-Existing Materials between Vendor and any third parties shall survive not impose any additional restrictions on Citizens’ use of the termination Solution; (b) any license of this the Pre-Existing Materials between Vendor and any third parties shall not negate or amend the rights granted by Vendor to Citizens or the obligations undertaken by Vendor under the Agreement with respect to the Solution; (c) it shall pass through to Citizens all warranties and indemnities provided by any third-party for the Pre-Existing Materials and will reasonably cooperate with Citizens in enforcing them; (d) the Pre-Existing Materials shall be subject to all warranties, indemnities, and other requirements of the Agreement; (e) it warrants that the Pre-Existing Materials are in compliance with any associated open-source licenses and that Citizens shall not be required to disclose any Citizens source code for any use of the Solution permitted under the Agreement; and, (f) any open-source license terms for the Pre- Existing Materials incorporated as a part of the Agreement shall take precedence over the Agreement to the extent that the Agreement imposes greater restrictions on Citizens than the applicable open-source license terms.

Pre-Existing Materials. 5.3.15.4.1. Citizens acknowledges that, in the course of performing the Services, DocuSign Envelope ID: BA35DE9D-3B49-4497-B9CA-96029778A8FB Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents patents, copyrights, or copyrights other intellectual property that have been previously developed developed, purchased, licensed, or acquired by Vendor or by third parties (collectively, the "Pre-Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embody embed Pre-Existing Materials in the Work Product, ,Vendor must first obtain written approval from Citizens. 5.3.25.4.2. If and to the extent any Pre-Existing Materials of Vendor are embodied embedded or reflected incorporated in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Pre-existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others to do any or all of the foregoing for Citizens’ internal business purposes only. 5.3.35.4.3. If and to the extent any Pre-Existing Materials of third parties are embodied embedded or reflected incorporated in the Work Product, Vendor shall secure for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-fullypaid- up right to use, execute, display, and perform such Pre- Pre-Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work Product, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, (b) sublicense all or any portion of the foregoing rights to an affiliate or a third party service provider of Citizens. This Section does not apply to standard office software (e.g., Microsoft Office). 5.3.4. The provisions of this Section shall survive the termination of this Agreement.