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Docusign Envelope ID:430DA8ED-F2BF-4131-BE14-A60F4552B467
<br /> 5.5 STATE ASSURANCES
<br /> Except to the extent of any conflict under applicable law or requirements or guidelines of
<br /> any federal awarding agency from which funding for this Grant Agreement originated, the
<br /> Grantee must comply with the applicable state assurances included within the TxGMS
<br /> which are incorporated here by reference.
<br /> ARTICLE VI. INTELLECTUAL PROPERTY
<br /> 6.1 OWNERSHIP OF WORK PRODUCT
<br /> A. All right, title, and interest in the Work Product, including all Intellectual Property
<br /> Rights therein,is exclusively owned by System Agency. Grantee and Grantee's
<br /> employees will have no rights in or ownership of the Work Product or any other property
<br /> of System Agency.
<br /> B. Any and all Work Product that is copyrightable under United States copyright law is
<br /> deemed to be "work made for hire" owned by System Agency, as provided by Title 17
<br /> of the United States Code. To the extent that Work Product does not qualify as a"work
<br /> made for hire" under applicable federal law, Grantee hereby irrevocably assigns and
<br /> transfers to System Agency, its successors and assigns, the entire right, title, and interest
<br /> in and to the Work Product, including any and all Intellectual Property Rights
<br /> embodied therein or associated therewith, and in and to all works based upon, derived
<br /> from, or incorporating the Work Product, and in and to all income,royalties, damages,
<br /> claims and payments now or hereafter due or payable with respect thereto, and in and to
<br /> all causes of action, either in law or in equity for past,present or future infringement
<br /> based on the copyrights, and in and to all rights corresponding to the foregoing.
<br /> C. Grantee agrees to execute all papers and to perform such other acts as System Agency
<br /> may deem necessary to secure for System Agency or its designee the rights herein
<br /> assigned.
<br /> D. In the event that Grantee has any rights in and to the Work Product that cannot be
<br /> assigned to System Agency, Grantee hereby grants to System Agency an exclusive,
<br /> worldwide, royalty-free, transferable, irrevocable, and perpetual license, with the right to
<br /> sublicense, to reproduce, distribute, modify, create derivative works of,publicly perform
<br /> and publicly display, make, have made, use, sell and offer for sale the Work Product and
<br /> any products developed by practicing such rights.
<br /> E. The foregoing does not apply to Incorporated Pre-existing Works or Third Parry IP that
<br /> are incorporated in the Work Product by Grantee. Grantee shall provide System Agency
<br /> access during normal business hours to all Grantee materials,premises, and computer
<br /> files containing the Work Product.
<br /> 6.2 GRANTEE'S PRE-EXISTING WORKS
<br /> A. To the extent that Grantee incorporates into the Work Product any works of Grantee that
<br /> were created by Grantee or that Grantee acquired rights in prior to the Effective Date of
<br /> this Grant Agreement("Incorporated Pre-existing Works"), Grantee retains ownership
<br /> of such Incorporated Pre-existing Works.
<br /> B. Grantee hereby grants to System Agency an irrevocable,perpetual,non-exclusive,
<br /> royalty-free,transferable,worldwide right and license, with the right to sublicense, to
<br /> use, reproduce, modify, copy, create derivative works of,publish,publicly perform and
<br /> display, sell, offer to sell, make and have made, the Incorporated Pre-existing Works, in
<br /> any medium, with or without the associated Work Product.
<br /> HHS Uniform Terms and Conditions—Grant v 3.5
<br /> Effective September 2024
<br /> Page 13 of 27
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