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DocuSign Envelope ID:6CF1 E40B-425F-4576-929B-95D36E51572B <br /> "work made for hire" as that term is defined in the Copyright Revision Act of 1976, 17 <br /> U.S.C. §101 et seq. and the copyright therein shall be owned by County, worldwide, for all <br /> purposes. To the extent that all or any part of the Deliverables does not qualify as a "work <br /> made for hire" under applicable law, subject to payment of all sums due and owing to <br /> Provider in accordance with the terms hereof, Provider hereby assigns to the County <br /> Provider's right, title and interest therein without further action required by the parties. All <br /> of the foregoing provisions in this Section 11.g are subject to the following limitations: <br /> i. Provider retains all of its rights, title and interest in and to "Provider Property," <br /> which includes (i) all materials owned by or licensed to Provider (including <br /> modifications, improvements, and enhancements thereof) prior to, or separately <br /> from, Provider's performance under this Agreement, and (ii) all generic, client <br /> agnostic, or proprietary information, ideas, concepts, methodologies, templates, <br /> software (including but not limited to applications, code, whether in source code or <br /> object code form, databases, etc.), processes or procedures used, created or <br /> developed by Provider in the general conduct of its business, regardless of whether <br /> such Provider Property is used by Provider for the County's benefit, or made <br /> available by Provider for use by the County. To the extent that Provider Property is <br /> incorporated in the Deliverables provided to the County hereunder, Provider hereby <br /> grants to the County a non-exclusive, perpetual, worldwide, royalty-free license to <br /> use such Provider Property (except software) solely as incorporated in and for the <br /> use of the Deliverables; and unless otherwise agreed to in writing signed by the <br /> Parties, software may not be used by the County after the term of this Agreement. <br /> ii. Notwithstanding the foregoing, all property that would be considered Deliverables <br /> but that was developed or created by anyone other than Provider, including any open <br /> source software or code ("Third-Party Property") shall remain the sole and exclusive <br /> property of such third parties, and the County will use such Third-Party Property <br /> consistent with the restrictions for such Third-Party Property communicated to the <br /> County in writing <br /> h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and <br /> the validity of this Agreement is based upon the availability of public funding under the <br /> authority of its statutory mandate. <br /> In the event that public funds are unavailable and not appropriated for the performance of <br /> County's obligations under this Agreement, then this Agreement shall automatically <br /> expire without penalty to County immediately upon written notice to Provider of the <br /> unavailability and non-appropriation of public funds. It is expressly agreed that County <br /> shall not activate this non-appropriation provision for its convenience or to circumvent <br /> the requirements of this Agreement, but only as an emergency fiscal measure during a <br /> substantial fiscal crisis. <br /> In the event of a change in the County's statutory authority, mandate and/or mandated <br /> functions, by state and/or federal legislative or regulatory action, which adversely affects <br /> County's authority to continue its obligations under this Agreement, then this Agreement <br /> shall automatically terminate without penalty to County upon written notice to Provider <br /> of such limitation or change in County's legal authority. <br /> Revised 2/17 8 <br />