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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 Agreement will be considered a work for
<br />hire under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and will be owned by
<br />HCA. Contractor is hereby commissioned to create the Work Product. Work
<br />Product includes, but is not limited to, discoveries, formulae, ideas,
<br />improvements, inventions, methods, models, processes, techniques, findings,
<br />conclusions, recommendations, reports, designs, plans, diagrams, drawings,
<br />Software, databases, documents, pamphlets, advertisements, books,
<br />magazines, surveys, studies, computer programs, films, tapes, and/or sound
<br />reproductions, to the extent provided by law. Ownership includes the right to
<br />copyright, patent, register and the ability to transfer these rights and all
<br />information used to formulate such Work Product.
<br />4.33.2 If for any reason the Work Product would not be considered a work for hire
<br />under applicable law, Contractor assigns and transfers to HCA, the entire right,
<br />title and interest in and to all rights in the Work Product and any registrations
<br />and copyright applications relating thereto and any renewals and extensions
<br />thereof.
<br />4.33.3 Contractor will execute all documents and perform such other proper acts as
<br />HCA may deem necessary to secure for HCA the rights pursuant to this
<br />section.
<br />4.33.4 Contractor will not use or in any manner disseminate any Work Product to any
<br />third party, or represent in any way Contractor ownership of any Work Product,
<br />without the prior written permission of HCA. Contractor shall take all
<br />reasonable steps necessary to ensure that its agents, employees, or
<br />Subcontractors will not copy or disclose, transmit or perform any Work Product
<br />or any portion thereof, in any form, to any third party.
<br />4.33.5 Material that is delivered under this Agreement, but that does not originate
<br />therefrom ("Preexisting Material'), must be transferred to HCA with a
<br />nonexclusive, royalty -free, irrevocable license to publish, translate, reproduce,
<br />deliver, perform, display, and dispose of such Preexisting Material, and to
<br />authorize others to do so. Contractor agrees to obtain, at its own expense,
<br />express written consent of the copyright holder for the inclusion of Preexisting
<br />Material. HCA will have the right to modify or remove any restrictive markings
<br />placed upon the Preexisting Material by Contractor.
<br />4.33.6 Contractor must identify all Preexisting Material when it is delivered under this
<br />Agreement and must advise HCA of any and all known or potential
<br />infringements of publicity, privacy or of intellectual property affecting any
<br />Washington State Page 29 HCA Contract No. K3924
<br />Health Care Authority
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