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DocuSign Envelope ID:24BBAFA9-CD81-4144-ACEF-E9036E703739
<br /> 4. STATUS OF THE ASSOCIATION
<br /> It is understood and agreed that the Association, its employees and its subcontractors are
<br /> not employees of the Library. Accordingly, the parties recognize and agree that the Library shall
<br /> have no authority to bind the Association in any contract. Any persons who act on behalf of the
<br /> Library shall be employees or agents solely of the Library and not of the Association.
<br /> 5. OWNERSHIP OF WORKPRODUCT, GRANT OF LICENSE AND SOURCE CODE
<br /> Subject to any rights expressly conferred herein upon Library, Association shall retain
<br /> any and all right, title and interest, including all copyright, patent, trademark, and trade secret
<br /> rights, which may arise from the Association's performance pursuant to this Agreement. All
<br /> Deliverables, including all intellectual property rights contained therein and associated with
<br /> DigitalLearn.org and provided to the Library as a part of the services under this Agreement shall
<br /> be owned exclusively by the Association, including but not limited to: (a)work papers, subject
<br /> code, object code, computer files, proprietary information, processes, methodologies, know how,
<br /> tools, devices and software; and(b) any modifications, alterations, enhancements, extensions,
<br /> applications, forms, configurations or derivative works made to the software, excepting only
<br /> such work papers, subject code, object code, computer files, proprietary information, processes,
<br /> methodologies, know how, tools, devices and software and/or modifications, alterations,
<br /> enhancements, extensions, applications, forms configurations or derivative works made to the
<br /> software solely by Library(collectively referred to herein as "Association Property").
<br /> Association Property includes such information as existed prior to the delivery of services and, to
<br /> the extent such information is of general application, anything which the Association may
<br /> discover, create or develop during provision of services to the Library.
<br /> To the extent that the Deliverables contain Association Property, the Association hereby
<br /> grants to Library a fully-paid-up, non-exclusive, nontransferable,perpetual license to the
<br /> Association Property as part of the Deliverables for its business purposes. The Association
<br /> warrants that it has the right to grant the rights to the Association Property including to the
<br /> Deliverables. The Association Property or Deliverables may not otherwise be disclosed,
<br /> published or used in whole or in part for any other purpose.
<br /> Except as otherwise expressly provided herein, neither party shall by reason of this
<br /> Agreement or its performance obtain any right, title, license or other interest, either express or
<br /> implied, to the other party's intellectual property. Library hereby agrees not to sell the
<br /> Association Property, Deliverables or work product created by Association for the benefit of
<br /> Library pursuant to this Agreement.
<br /> The Association shall be responsible for software support obligations, in its reasonable
<br /> discretion, for DigitalLearn.org for so long as the Association has requisite funding to fulfill such
<br /> support obligations and determines it is in its best interest to do so but in no case shall such
<br /> support obligations terminate before August 31, 2022.
<br /> The Library agrees that it shall execute any and all documents necessary to release to the
<br /> Association any and all rights which the Library may acquire in any property, whether tangible
<br /> or intangible, in direct connection with the Library's performance pursuant to this Agreement.
<br /> 6. CONFIDENTIALITY
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