Common use of Rights in Technical Data Clause in Contracts

Rights in Technical Data. (1) All documents and materials prepared or developed by Contractor and its subcontractor pursuant to this Contract will become the property of LCOG without restriction or limitation on their use and will be made available upon request, to LCOG at any time. Original copies of such will be delivered to LCOG upon completion or termination of the Services. Contractor will be permitted to retain copies of such items for the furtherance of its technical proficiency; however, publication or dissemination of this material is subject to the prior written approval of LCOG. (2) No material or technical data prepared by Contractor under this Contract is to be released by Contractor to any other person or agency except as necessary for the performance of the Services. (3) LCOG will have the right to use, duplicate, modify or disclose the technical data and the information conveyed therein, in whole or in part, in any manner whatsoever, and to have or permit others to do so. (4) Contractor grants LCOG and its subsidiaries, officers, agents, representatives and employees, acting within the scope of their official duties, a royalty-free, perpetual license to publish, translate, reproduce, deliver and use as they deem fit all technical data covered by copyright supplied for this Contract. No copyrighted matter will be included in technical data furnished hereunder without the written permission of the copyright owner for LCOG to use such in the manner herein described. (5) Contractor warrants that the processes, design, equipment, materials or devices used in providing the Services will be delivered free of any rightful claim of any third party for infringement of any United States patent or copyright. If a suit or proceeding based on a claimed infringement of a patent or copyright is brought against LCOG, Contractor will, at its own expense, defend or settle any such suit or proceeding if authorized to do so in writing by LCOG, and indemnify and hold harmless LCOG, it subsidiaries, officers, agents, representatives and employees from all liability, costs and expenses associated therewith, including, without limitation, defense costs and attorneys’ fees.