Kittitas County (MSA) (FINAL - READY FOR EXECUTION) (2)

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Master Solutions Agreement A-7 Revised August 2022 MSA the last fiscal period for which sufficient funding was appropriated. No penalty or expense shall accrue to the County in the event this provision applies; provided, however, that the County shall remain obligated to pay for all Products ordered, in transit, delivered, or accepted, and for all non-cancellable costs incurred by Trace3 (including any restocking fees, shipping charges, and OEM cancellation charges), prior to the effective date of non- appropriation. The County shall provide Trace3 with not less than thirty (30) days’ advance written notice of any non-appropriation event. 10. AUDIT During the term of this Agreement and for a period of two years following the completion of work under any SOW, Trace3 will maintain, in accordance with recognized accounting practices, complete books and records relating to all Deliverables, SOWs, Purchase Orders and Invoices, and of all costs and Fees reimbursable or payable by Client under the terms of this Agreement. Client will have the right to examine and audit only such records as directly pertain to Client and the transactions contemplated by this Agreement and any SOW or Purchase Order issued hereunder at any reasonable time during such period. The accuracy of Trace3's Invoices will be determined by such audits (provided, that, Trace3 will have the right to conduct its own audits to confirm the accuracy of any audit perform by Client or under Client’s direction) and each Party will immediately pay any overcharges or undercharges, as applicable, to the other Party. Client will bear all costs associated with such audits. 11. OWNERSHIP AND INTELLECTUAL PROPERTY (a) Ownership. Any and all software, data and related intellectual property developed by Trace3 arising directly out of the provision of Deliverables (the "Developed Intellectual Property") will be the exclusive property of Client. All software, data and related intellectual property previously developed and owned by Trace3 or any third party, or licensed to Trace3 by any third party, and used in the provision of Deliverables (the "Retained Intellectual Property") is and will remain the exclusive property of Trace3 or such third party. Notwithstanding the foregoing, Trace3 retains all right, title, and interest in and to its tools, methodologies, techniques, know-how, and general skills and experience, including any improvements to the Retained Intellectual Property, and Client hereby grants Trace3 a perpetual, irrevocable, royalty-free, worldwide, non-exclusive license to use, copy, modify, and create derivative works of the Developed Intellectual Property for Trace3’s internal business purposes, provided that Trace3 does not disclose any County Data or Client Confidential Information in doing so. (b) Assignment; License. Trace3 hereby assigns and will assign to Client the Developed Intellectual Property. Trace3 will execute any and all documents necessary to assign any Developed Intellectual Property to Client and to assist Client to protect such Developed Intellectual Property, including, signing patent or copyright applications and assignments in favor of Client; provided, that the preparation and filing of such applications or assignments will be at Client's sole expense. Further, Trace3 hereby grants to Client a royalty-free, nonexclusive, unrestricted, irrevocable, world-wide license to use, duplicate, or disclose for any purpose whatsoever and to authorize others to do so, all Retained Intellectual Property (including writings, recordings, pictorial reproductions, drawings, computer programs and works of any similar nature) required to be furnished to Client under this Agreement, in each case solely for Client’s own governmental and operational purposes; provided that Client will not resell, sublicense, or otherwise commercially exploit the Retained Intellectual Property.