AIMS System and Services Agreement Page 30 of 60
functional and technical designs, routines, subroutines, modules, flowcharts, data
diagrams, and documentation), created by Contractor after the Effective Date which are
the result of the Services provided by Contractor under this System Agreement. For the
purposes of this System Agreement, County shall own all right, title and interest to all
Custom Work Products which are clearly identified as Deliverables in Exhibit A,
"Statement of Work," to this System Agreement. Contractor expressly acknowledges
and agrees that the Custom Work Products shall be deemed to constitute "work made
for hire" under the Federal copyright laws (17 USC Sec. 101) and, alternatively,
Contractor hereby exclusively and irrevocably assigns all ownership or other rights
Contractor might have in Custom Work Products to County. Without limiting the
foregoing, Contractor shall: (a) assign and transmit all Custom Works Products only to
County; (b) regard the Custom Work Products as County’s exclusive property; and (c)
maintain the Custom Work Products as confidential and shall not disclose the same to
any other person or entity without County's written consent. Without limiting the
foregoing, it is understood and agreed that County may assign, transfer or otherwise
convey the Custom Work Products to others without restriction. Except for Custom
Work Products specifically identified as such in Exhibit A, "Statement of Work," to this
System Agreement, the term "Custom Work Products" shall not include the Licensed
Agreement, or any released modifications, enhancements, Upgrades, or Updates to
such Software that are created by Contractor generally for Contractor's customers, or
any copyrighted Software of Contractor or a third party, or any previously developed
trade secret, previously developed copyrighted material, or other previously developed
proprietary material of Contractor, or any modifications or changes to Contractor’s
Licensed Software. Where applicable, Contractor will provide County with the source
code and object code for Custom Work Products upon Final Acceptance of the System
or within thirty (30) calendar days after receipt of a written request by the Contract
Administrator.
ARTICLE 16
ADDITIONAL SERVICES, CHANGES IN STATEMENT OF WORK,
CHANGE ORDERS
16.1 County or Contractor may request changes that would increase, decrease, or
otherwise modify the Statement of Work. Such changes must be made in
accordance with the provisions of the Broward County Procurement Code and
must be contained in a written document executed by the parties hereto prior to
any deviation from the terms of this System Agreement.
16.2 The budget for this Contract includes a budgeted change order allowance
amount. Changes in the quantity or character of the work within the scope of this
Agreement which are not properly the subject of field orders or supplemental
instructions, including all changes resulting in changes in the compensation, or
the Contract time, shall be authorized only by written change orders approved
and issued in accordance with the provisions of this Article 16 and the County
Procurement Code, as amended from time to time. Pursuant to the County
Procurement Code, all changes must be approved in advance in accordance with
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