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<br />Docusign Envelope tD: 1 CE4460A-EE91 -455C-S880'A4E64C02FACB
<br />i: .. \,r,/gslrrtttr:()t t SlateP q Deosiirrrcrrt 0fverT (.lonrtrtLvc€
<br />ii. All nraterial produced bY
<br />COMMERCE; and
<br />6.
<br />.:
<br />the Contractor that is designated as "confidential" by
<br />lll, All Personal Infornration in the possession of ihe Contractor that may not be disclosed
<br />undel state or federal law.
<br />B. The Contractor shall conrply with all staie and federal laws related to the use, sharing, transfer,
<br />sale, or disclosure of Cbnfidential Information. The Contractor shall tlse Confidential
<br />lnformation sotely for lhe purposes of ilris Coniract and shall not use, share, transfer, $ell or
<br />disclose any Coniidential lnfornration to any thircl party except with tlre prior written consent of
<br />COMMERCE or as may be required by law. The Contractor shall take all necessary steps to
<br />assure that Confidenti;l lnlormation is safeguarded to prevent unauthorized use, sharing,
<br />transfer, sale or disclosure of Conficlential lnformation or violation of any state or federal laws
<br />related theroto, Upon request, the Contractor shall provide COMMERCE with its policies and
<br />proceciures on cbnfidentiality. COMMERCE may recluire changes to such policies and
<br />procedures as they apply to this Contractwhenever COMMERCE reasonably determines that
<br />changes are necessary to prevenl unauthorizecl disclosures. The Contractor shall make the
<br />changes within the time perioc[ specified by COMMERCE, Upon request, the Contractor shall
<br />imnrediately retLrrn to COMMERCE any Confidential lnfornration that COMMERCE reasonably
<br />determines has not been aclequately protected by the Contractor against unauthorized
<br />disclosure,
<br />C, Unauthorized Use or Disclosure, The Contractor shall rrotify COMMERCE within five {5)
<br />working clays of any unauthorized use or disclosure of any confidential informatiotr, and shall
<br />take necessary sieps to nritigate the harmful effects of stich Llse or disclosure,
<br />coPYRIGHT
<br />Unless otherwise providecl, all Materials procluced under this Contract shall be considered "works for
<br />hire" as defined by the U.S. Copyright Act and shail be owned by COMMERCE, COMMERCE shall
<br />be consicierecl the auihor of sr"tch Materials. ln the event the Materials are not considered "works for
<br />hire" under ihe U.S. Copyright laws, the Contractor hereby irrevocably assigns all right, title, and
<br />interest in all Maierials, including ali inlellectual propedy righis, ntoral rights, and rights of publicity to
<br />COMMERCE effective from the ntomeni of creation of such Materials.
<br />"Materials" lleans all items in any fornrat ancl includes, br-tt is not linrited to, data, reports, documents,
<br />pampllets, adverlisements, books, magazines, slrrveys, studies, computer progran'ls, 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 clelivered under ttie Contract, but that itrcorporate pre-existing materials not
<br />produced under the Contract, the Contractor hereby grants to COMMERCE a nonexclusive, royalty-
<br />free, irrevocable license (with rights to sublicense to others) in such Materials tc translate, reproclLice,
<br />distribute, prepare derivative works, prrbiicly perform, and publicly dispiay. The Contractor warrants
<br />and represenis that lhe Contractor has all rights and permissions, including irrtellectual property rights,
<br />nroral rights and rights of publicity, l-tecessary to grani suclr a license to COMMERCE.
<br />The Contractor shall exert all reasonable effort lo advise COMMERCE, at the time of clelivery of
<br />Materials furnished under this Contract, of all known or potential invasions of privacy containecl therein
<br />and of any portion of srich clocumeni which was not produced in ihe performance of this Contraci.
<br />The Contractor shall provide COMMERCE with pronrpt written notice of each notice or ciaim of
<br />infringement received by the Contractor with respect to any Materials delivered under this Contract.
<br />COMMERCE s[ai] have the right to modify or remove any restrictive ntarkings placeci upon the
<br />Materials by the Contractor.
<br />DISPUTES
<br />ln the event that a clispLrte arises uncler this Agreenrettt, it shall be determined by a Dispttte Board in
<br />the following mannet: Each party to tlris Agreetnent slrall appoini one ntentber to the Dispttte Board,
<br />The members so appointecl shall jointly appoint an adclitional trerrber to the DispLrte Board. The
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<br />Page 7 of 13
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