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<br />Washington State
<br />Health Care Authority Page 23 of 53 Contract # 2747
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<br />4.32 RIGHT OF INSPECTION
<br />The Contractor must provide right of access to its facilities to HCA, or any of its officers,
<br />or to any other authorized agent or official of the state of Washington or the federal
<br />government, at all reasonable times, in order to monitor and evaluate performance,
<br />compliance, and/or quality assurance under this Contract.
<br />4.33 RIGHTS IN DATA/OWNERSHIP
<br />4.33.1 HCA and Contractor agree that all data and work products (collectively “Work
<br />Product”) produced pursuant to this Contract will be considered a work for hire
<br />under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and will be owned by HCA.
<br />Contractor is hereby commissioned to create the Work Product. Work Product
<br />includes, but is not limited to, discoveries, formulae, ideas, improvements,
<br />inventions, methods, models, processes, techniques, findings, conclusions,
<br />recommendations, reports, designs, plans, diagrams, drawings, Software,
<br />databases, documents, pamphlets, advertisements, books, magazines, surveys,
<br />studies, computer programs, films, tapes, and/or sound reproductions, to the extent
<br />provided by law. Ownership includes the right to copyright, patent, register and the
<br />ability to transfer these rights and all information used to formulate such Work
<br />Product.
<br />4.33.2 If for any reason the Work Product would not be considered a work for hire under
<br />applicable law, Contractor assigns and transfers to HCA, the entire right, title and
<br />interest in and to all rights in the Work Product and any registrations and copyright
<br />applications relating thereto and any renewals and extensions thereof.
<br />4.33.3 Contractor will execute all documents and perform such other proper acts as HCA
<br />may deem necessary to secure for HCA the rights pursuant to this section.
<br />4.33.4 Contractor will not use or in any manner disseminate any Work Product to any third
<br />party, or represent in any way Contractor ownership of any Work Product, without
<br />the prior written permission of HCA. Contractor shall take all reasonable steps
<br />necessary to ensure that its agents, employees, or Subcontractors will not copy or
<br />disclose, transmit or perform any Work Product or any portion thereof, in any form,
<br />to any third party.
<br />4.33.5 Material that is delivered under this Contract, but that does not originate therefrom
<br />(“Preexisting Material”), must be transferred to HCA with a nonexclusive, royalty-
<br />free, irrevocable license to publish, translate, reproduce, deliver, perform, display,
<br />and dispose of such Preexisting Material, and to authorize others to do so.
<br />Contractor agrees to obtain, at its own expense, express written consent of the
<br />copyright holder for the inclusion of Preexisting Material. HCA will have the right to
<br />modify or remove any restrictive markings placed upon the Preexisting Material by
<br />Contractor.
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