Common use of Proprietary Software Clause in Contracts

Proprietary Software. (1) DSHS does not acquire any rights, express or implied, in the Proprietary Software, other than those specified in this Contract or applicable third-party license. Contractor hereby warrants and represents to DSHS that Contractor is the owner of the Proprietary Software licensed hereunder or otherwise has the right to grant to DSHS the licensed rights to the Proprietary Software provided by Contractor through this Contract without violating any rights of any third party worldwide. (2) The Contractor represents and warrants that Contractor has the right to license the Proprietary Software to DSHS as provided in this Contract and that DSHS’ use of the Proprietary Software and documentation within the terms of this Contract will not infringe upon any copyright, patent, trademark, or other intellectual property right worldwide or violate any third party’s trade secret, contract, or confidentiality rights worldwide. (3) The Contractor represents and warrants that: (i) Contractor is not aware of any claim, investigation, litigation, action, suit or administrative or judicial proceeding pending or threatened based on claims that the Proprietary Software infringes any patents, copyrights, or trade secrets of any third party, and (ii) that Contractor has no actual knowledge that the Proprietary Software infringes upon any patents, copyrights, or trade secrets of any third party.