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Technology Assessment Statement of Work # 31362 v 1.0 <br />Orange County Government May 11, 2021 <br />Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 8 of 10 <br />6.4. Constraints <br />Work that is not included in the Scope section is considered to be out of scope. Any out-of-scope work <br />must be verified and pre-authorized by Insight prior to commencement through the Change Request <br />process. <br />6.5. Acceptance <br />After Insight delivers a Service or Deliverable to Client, if such Service or Delivera ble does not <br />substantially conform to the requirements in the applicable SOW, then Client must provide Insight <br />with written notice adequately detailing such non-conformance no later than 5 days following the date <br />such Service or Deliverable was provided to Client. If Client fails to provide notice within this 5-day <br />period, the Service and Deliverable will be deemed accepted. <br />6.6. Reference <br />Insight may use the Services as a reference for external purposes. This may include verbal <br />endorsements, printed advertisements, and other marketing references to prospective customers and <br />third parties. Any reference activity will be mutually agreed upon in writing by Insight and Client. <br />6.7. Case Study <br />Insight may ask Client to serve as an account case study for Insight. If Client agrees, Insight will <br />prepare a marketing release for publication of non-confidential aspects of the Services (to be reviewed <br />in advance by Client), in conjunction with Client’s name. <br />6.8. Intellectual Property <br />Insight retains all right, title and interest in, without limitation, any works of authorship, know-how, or <br />any invention, device, process, method, development, design, specifications, technique, apparatus, <br />reports, schematic or technical information (whether patentable or not), documentation, software or <br />enhancements, improvements, alterations, interfaces, workflows, and best practices developed, <br />invented, created or reduced to practice by Insight (“Insight IP”) which may be used in carrying out <br />the Services, including any modifications or improvements made to Insight IP during or as a result of <br />the Services to be performed under this Agreement. Upon payment in full of all amounts due Insight, <br />all works of authorship developed, invented or created by Insight specifically for Client in accordan ce <br />with the details specified in the applicable SOW as part of the Services performed by Insight and as <br />more particularly described in a SOW to this Agreement ("Work Product"), except for any Insight IP <br />contained within such Work Product, shall be owned by Client. Insight hereby grants Client a <br />worldwide, non-exclusive, royalty-free, perpetual, without the right of sublicense, license to use <br />Insight IP in the course of Client’s internal, business operations. <br />7. DOCUMENT MANAGEMENT <br />Title Party Name <br />Project Sponsor Orange County Government Jim Northrup <br />Solutions Executive Insight Molly Harper <br />Technical Approver Insight Chris Spragg <br />Service Leaders Insight Scott Sciaretta and Lee Whitaker <br />Scope and Price Insight John Meyer <br />Contract Specialist Insight Virginia Foster <br /> <br />DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2