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DocuSign Envelope ID: 3BC82C24-43B5-42CB-8235-88COED7DABO1
<br />4. Assignments
<br />Neither this Grant, work thereunder, nor any claim arising under this Grant, shall be transferred or
<br />assigned by the Grantee without prior written consent of COMMERCE.
<br />5. Confidentiality and Safeguarding of Information
<br />A. "Confidential Information" as used in this section includes:
<br />i. All material provided to the Grantee by COMMERCE that is designated as "confidential' by
<br />COMMERCE;
<br />ii. All material produced by the Grantee that is designated as "confidential' by COMMERCE; and
<br />iii. All personal information in the possession of the Grantee that may not be disclosed under state
<br />or federal law.
<br />B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale,
<br />or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for
<br />the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential
<br />Information to any third party except with the prior written consent of COMMERCE or as may be
<br />required by law. The Grantee shall take all necessary steps to assure that Confidential Information
<br />is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential
<br />Information or violation of any state or federal laws related thereto. Upon request, the Grantee shall
<br />provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require
<br />changes to such policies and procedures as they apply to this Grant whenever COMMERCE
<br />reasonably determines that changes are necessary to prevent unauthorized disclosures. The
<br />Grantee shall make the changes within the time period specified by COMMERCE. Upon request,
<br />the Grantee shall immediately return to COMMERCE any Confidential Information that
<br />COMMERCE reasonably determines has not been adequately protected by the Grantee against
<br />unauthorized disclosure.
<br />C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working days
<br />of any unauthorized use or disclosure of any confidential information, and shall take necessary
<br />steps to mitigate the harmful effects of such use or disclosure.
<br />6. Copyright
<br />Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire"
<br />as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be
<br />considered the author of such Materials. In the event the Materials are not considered "works for hire"
<br />under the U.S. Copyright laws, the Grantee hereby irrevocably assigns all right, title, and interest in all
<br />Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE
<br />effective from the moment of creation of such Materials.
<br />"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
<br />pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes,
<br />and/or sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability
<br />to transfer these rights.
<br />For Materials that are delivered under the Grant, but that incorporate pre-existing materials not
<br />produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty -free,
<br />irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
<br />distribute, prepare derivative works, publicly perform, and publicly display. The Grantee warrants and
<br />represents that the Grantee has all rights and permissions, including intellectual property rights, moral
<br />rights and rights of publicity, necessary to grant such a license to COMMERCE.
<br />The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials
<br />furnished under this Grantee, of all known or potential invasions of privacy contained therein and of any
<br />portion of such document which was not produced in the performance of this Grant. The Grantee shall
<br />provide COMMERCE with prompt written notice of each notice or claim of infringement received by the
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