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Crossroads Software Maintenance and Enhancement Services VDH PAGE 14 Contract # VDH-21-707-0156

B. Ownership All Work Product discovered, created, or developed under this Contract is and will remain the sole property of the Commonwealth and its assigns, or VDH and its assigns, regardless of whether the Services are considered “works made for hire” or “hired to invent”. Except as specifically set forth in writing and signed by both VDH and Supplier, Supplier agrees that the Commonwealth or VDH will have all rights with respect to any Work Product discovered, created or developed under this Contract, without regard to the origin of the Work Product. Supplier irrevocably transfers, grants, conveys, assigns and relinquishes exclusively to the Commonwealth or VDH any and all right, title and interest it now has or may hereafter acquire in and to the Work Product under patent, copyright, trade secret and trademark law in perpetuity, or for the longest period otherwise permitted by law. If any moral rights are created, Supplier expressly waives all moral rights created in the Work Product. Supplier shall assist the Commonwealth or VDH in every reasonable way to obtain and, from time to time, enforce patents, copyrights, trade secrets and other rights and protection relating to the Work Product.

Upon the reasonable request by the Commonwealth or VDH with respect to the Work Product, Supplier and any required Supplier Personnel shall execute all documents necessary for use in applying for and obtaining patents, copyrights, and other rights and protection, and in protecting trade secrets with respect to the Work Product.

Supplier agrees that the provisions of this section will survive any termination of this Contract by VDH. Supplier also agrees that in the event of a breach of this Contract by VDH, Supplier’s remedy will not include any right to rescind, revoke, or otherwise invalidate the provisions of this section. C. Pre-existing Rights If, and to the extent that, any pre-existing rights are embodied or reflected in the Work Product, Supplier grants to the Commonwealth or VDH the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to (i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such pre-existing rights and any derivative works thereof; and (ii) authorize others to do any or all of the foregoing. Supplier will retain all ownership rights in any pre-existing works. D. Return of Materials Upon termination of this Contract, Supplier shall immediately return to VDH all copies, in whatever form, of any and all Confidential Information, Work Product and other properties provided by VDH that are in Supplier's possession, custody, or control.

9. RESERVED

10. DELIVERY AND INSTALLATION A. Scheduling Scheduling of Software Maintenance Supplier shall complete performance of the Maintenance Services according to the delivery dates set forth in Exhibit A or as mutually agreed by Supplier and VDH. Installation of Software Enhancements Software Enhancements will be deemed to be installed when all Acceptance criteria as specified in the Contract have been met. Upon Supplier completion of the Software Enhancements and successful Acceptance testing, Agency shall provide to Supplier written notice of Acceptance. B. Deployment of Solution – Not Applicable C. Documentation of Software Configuration If the Solution includes configuration of Software by Supplier, Supplier shall provide Documentation containing a description of the configuration to VDH. The Documentation must be of sufficient detail so that any appropriately trained employee or Agent of VDH may reconstruct the configuration of the Software.

DocuSign Envelope ID: D69B105E-7A47-46ED-8B09-C0071CE057F5 DocuSign Envelope ID: 33024638-F519-4808-AF31-3DA182A2CE1E