Res 2016-001/ (“WIC”) Program Contract with Texas Department of State Health Services

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If Grantee fails to submit the audit report as required by the Independent Single or Program - Specific Audit section within thirty (30) calendar days of receipt by Grantee of an audit report, Grantee shall be subject to the Enterprise Agency sanctions and remedies for non - compliance with this Contract. ARTICLE V AFFIRMATIONS, ASSURANCES AND CERTIFICATIONS 5.01 General Affirmations Grantee certifies that, to the extent General Affirmations are incorporated into the Contract under the Signature Document, the General Affirmations have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.02 Federal Assurances Grantee further certifies that, to the extent Federal Assurances are incorporated into the Contract under the Signature Document, the Federal Assurances have been reviewed and that Grantee is in compliance with each of the requirements reflected therein. 5.03 Federal Certifications Grantee further certifies, to the extent Federal Certifications are incorporated into the Contract under the Signature Document, that the Federal Certifications have been reviewed, and that Grantee is in compliance with each of the requirements reflected therein. In addition, Grantee certifies that it is in compliance with all applicable federal laws, rules, or regulations, as they may pertain to this Contract. ARTICLE VI OWNERSHIP AND INTELLECTUAL PROPERTY 6.01 Ownership The Enterprise Agency will own, and Grantee hereby assigns to the Enterprise Agency, all right, title, and interest in all Deliverables. 6.02 Intellectual Property a. The Enterprise Agency and Grantee will retain ownership, all rights, title, and interest in and to, their respective pre - existing Intellectual Property. A license to either Party's pre- existing Intellectual Property must be agreed to under this or another contract. b. Grantee grants to the Enterprise Agency and the State of Texas a royalty -free, paid up, worldwide, perpetual, non - exclusive, non - transferable license to use any Intellectual Property invented or created by Grantee, Grantee's contractor, or a subcontractor in the performance of the Project. Grantee will require its contractors to grant such a license under its contracts. c. As used herein, "Intellectual Property" shall mean: inventions and business processes, whether or not patentable; works of authorship; trade secrets; trademarks; service marks; industrial designs; and other intellectual property incorporated in any Deliverable and first created or developed by Grantee, Grantee's contractor or a subcontractor in performing the Project. Attachment B - DSHS Contract No. 2016 - 048775 -001 Page 11 of 19