26-07-ED_MTBS_Training_-_Ruth_Powell_School.pdf

INTERGOVERNMENTAL

AGREEMENT (IGA)

ARIZONA DEPARTMENT OF

EDUCATION

1535 W. Jefferson, Bin # 37 Phoenix, Arizona 85007

(602) 364-2517

IGA No: 26-07-ED

PROJECT TITLE: Effective Date: 9/1/2025

MTBS TRAINING

REIMBURSEMENT Termination Date: 8/31/2026

Pursuant to Arizona Revised Statutes (A.R.S.) § 11-952 et seq. this Intergovernmental Agreement is entered into by the Arizona Department of Education (“ADE”), an agency of the State of Arizona, and Safford Unified District 1 –Ruth Powell School (“CONTRACTOR”). Pursuant to A.R.S. § 11-951 et seq. both parties are authorized to enter into agreements for the joint exercise of any power common to the contracting parties as to governmental functions necessary to the public health, safety and welfare, and the proprietary functions of such public agencies.

Therefore, the ADE and the CONTRACTOR agree to abide by all the terms and conditions set forth in this agreement.

For and on behalf of the CONTRACTOR: For and on behalf of the Arizona Department of Education 1535 W Jefferson Street, Bin # 37

Address Phoenix, Arizona 85007

734 W 11TH ST

City State Zip Code

Safford Arizona 85546

Signature of Person Authorized to Sign Date Signature of Person Authorized to Sign Date

Printed Name Braulio Garcia

Title Chief Procurement Officer

INTERGOVERNMENTAL AGREEMENT DETERMINATION

In accordance with A.R.S. § 11-952, this agreement has been reviewed by the undersigned who has determined that this agreement is in appropriate form and within the powers and authority granted to the respective public body.

Signature Signature

Typed Name and Title Maria Syms/Director of Legal Services

Date Date

IGA No. 26-07-ED Arizona Department of Education

1535 W Jefferson, Bin # 37 Phoenix, Arizona 85007

1. Purpose of Agreement

The purpose of this agreement is for CONTRACTOR to provide Year 2 and Year 3 funding to PEAs that have successfully completed Year 1 and Year 2 of the Multi-Tier Behavior Support (MTBS) training series to assist district, charter, and school teams with the development of a school-wide approach for positive behavior management practices based on School-Wide Positive Behavior Intervention and Support (SW- PBIS) evidence-based elements.

2. Term of Agreement

This agreement is effective from September 1, 2025, through August 31, 2026 and can be renewed in accordance with Section 3, or be terminated in accordance with Sections 9 and 11.

3. Renewal of Agreement

This agreement may be renewed for additional terms, upon agreement of the CONTRACTOR and ADE, and by both parties signing an Amendment extending this Agreement. ADE shall prepare the Amendment for additional periods for both parties’ signatures.

4. Scope of Services

ADE and the CONTRACTOR shall perform the obligations agreed to by each as set forth in Attachment “A,” Scope of Work attached hereto and incorporated herein by reference.

5. Payment

As payment for full and satisfactory performance of the services, the ADE agrees to pay the CONTRACTOR as outlined in Attachment “B” Price Sheet.

6. Changes

This agreement may only be changed in writing and must be signed by both parties and their duly authorized agents (an Amendment). In the event that state or federal law enacted after the effective date of this agreement conflicts with any term of this agreement, controlling law will apply and supersede that/those term(s). The parties agree to promptly consider an appropriate Amendment to the agreement to remove each conflict.

7. Arbitration

Both parties agree to resolve all disputes arising out of or relating to this agreement through arbitration, after exhausting applicable administrative review, to the extent required by A.R.S.

§ 12-1518, except as may be required by other applicable statutes.

8. Breach

This agreement may be terminated by either party if the other party fails to fulfill its obligations.

9. Termination

Except as otherwise provided, this agreement may be terminated without cause upon thirty

(30) days written notice by either party.

10. Governing Law

This agreement shall be governed and interpreted by the laws of the State of Arizona, and to the extent applicable, the Arizona Procurement Code (A.R.S. § 41-2501, et seq.) and the administrative rules promulgated thereunder (A.A.C. R2-7-901 et seq.).

11. Non-Availability of Funds

Every payment obligation of the Arizona Department of Education (ADE) under this agreement is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of the agreement, this agreement may be terminated by the State at the end of the period for which funds are available. No liability shall accrue to ADE in the event this provision is exercised, and ADE shall not be obligated or liable for any future payments or for any damages as a result of termination under this paragraph.

12. Cancellation for Conflict of Interest

Pursuant to A.R.S. § 38-511, the State of Arizona (“State”), its political subdivisions or any department or agency of either may, within three years after its execution, cancel any contract (agreement), without penalty or further obligation, made by the State, its political subdivisions, or any of the departments or agencies of either if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the State, its political subdivisions or any of the departments or agencies of either is, at any time while the contract (agreement) or any extension of the contract (agreement) is in effect, an employee or agent of any other party to the contract (agreement) in any capacity or a consultant to any other party of the contract (agreement) with respect to the subject matter of the contract(agreement). A cancellation made pursuant to this provision shall be effective when either party receives written notice of the cancellation unless the notice specifies a later time.

13. Non-Discrimination

The Contractor shall comply with State Executive Order Nos. 2023-09, 2023-01, 2009-09, and any and all other applicable Federal and State laws, rules and regulations, including the Americans with Disabilities Act. Contractor shall include these provisions in contracts with Subcontractors when required by Federal or State law.

14. Records

Pursuant to A.R.S. §§ 35-214 and 35-215, the CONTRACTOR shall retain and shall contractually require each subcontractor to retain all data, books and other records ("Records") relating to this agreement for a period of five years after completion of the agreement. All Records shall be subject to inspection and audit by the State at reasonable times. Upon request, the CONTRACTOR shall produce the original of any or all such Records.

15. Compliance Requirements for A.R.S. § 41-4401, Government Procurement: E-Verify

Requirement

A. The contractor warrants compliance with all Federal immigration laws and regulations relating to employees and warrants its compliance with Section A.R.S. § 23-214, Subsection A. (That subsection reads: “After December 31, 2007, every employer, after hiring an employee, shall verify the employment eligibility of the employee through the E- Verify program.)

B. A breach of a warranty regarding compliance with immigration laws and regulations shall be deemed a material breach of the contract and the contractor may be subject to penalties up to and including termination of the contract.

C. Failure to comply with a State audit process to randomly verify the employment records of contractors and subcontractors shall be deemed a material breach of the contract and the contractor may be subject to penalties up to and including termination of the contract.

D. ADE retains the legal right to inspect the papers of any employee who works on the contract to ensure that the contractor or subcontractor is complying with the warranty under paragraph A.

16. Confidentiality

ADE and CONTRACTOR may choose, from time to time, in connection with work contemplated under this agreement, to disclose confidential information to each other (Confidential Information). All such disclosures must be in writing and marked as Confidential Information.

The Parties shall not disclose to unauthorized third parties any Confidential Information of the other Party and will use such information only for the purposes of this Agreement, and for three

(3) years after the termination of this agreement; provided that the receiving Party's obligations hereunder shall not apply to information that: (A) is already in the receiving Party's possession at the time of disclosure; or, (B) is or later becomes part of the public domain through no fault of the receiving Party; or, (C) is received from a third party with no duty of confidentiality to the disclosing party; or, (D) was developed independently by the receiving party prior to disclosure;

or, E. is required to be disclosed by law or regulation.

Any information that is transmitted orally or visually, in order to be protected hereunder, shall be identified as such by the disclosing party at the time of disclosure, and identified in writing to the receiving party, as Confidential Information, within thirty (30) days after such oral or visual disclosure. The CONTRACTOR shall retain the right to refuse acceptance of such Confidential Information that is not required for the purposes of this agreement.

Both parties agree to comply with the federal Family Educational Rights and Privacy Act of 1974. This applies to all provisions of this agreement which involves identifiable individual student data.

17. Property Disposition

Disposition of property acquired for the purpose of this agreement, either by ADE or with funds provided by ADE, shall be determined by ADE upon termination or completion of the agreement. Upon termination or completion of this agreement, the CONRACTOR shall provide ADE with a listing of all such property, and shall make arrangement to return or dispose of this property as directed by ADE. The CONTRACTOR shall provide ADE with an inventory for this property within 90 days of this agreement becoming effective, and annually thereafter.

1535 W Jefferson, Bin # 37 Phoenix, Arizona 85007

18. Property of the State

Title and exclusive copyright to all reports, information, data, curricula, materials, and software prepared by CONTRACTOR in performance of this agreement shall vest in the State of Arizona.

19. Public Record

Both parties recognize that work product developed under this agreement become public information, except as limited by section 17, “Confidentiality.”

20. Notices

All written communications shall be addressed and mailed or personally served as follows:

To the CONTRACTOR:

Safford Unified District 1 – Ruth Powell School Ashley Vaughn/Principal Melisa Gutierrez/Director of ESS

734 W 11TH ST

Safford, AZ 85546 Telephone: 928-348-7030 Email: mmoreno@saffordusd.com mgutierrez@saffordusd.com

To ADE:

ADE Procurement Procurement, Bin # 37 Arizona Department of Education 1535 West Jefferson Phoenix, AZ 85007 Telephone: (602) 364-1851 Email:

procurementinbox@azed.gov

Technical Contact: Abby Sanchez Telephone: (602) 542-2812 Email: Abby.Sanchez@azed.gov

21. Documents Incorporated By Reference

The Uniform Terms and Conditions are incorporated into this document by reference, and may be obtained by visiting:

https://spo.az.gov/sites/default/files/2025-05/Uniform%20Terms%20and% 20Conditions_r10.5_03-24.pdf for the Terms and Conditions mailto:mmoreno@saffordusd.com mailto:mgutierrez@saffordusd.com mailto:David.Zamora@azed.gov mailto:Abby.Sanchez@azed.gov https://spo.az.gov/sites/default/files/documents/files/Uniform%20Terms%20and%20Conditions%20V9_%28Rev%207-1-2013%29.pdf https://spo.az.gov/sites/default/files/documents/files/Uniform%20Terms%20and%20Conditions%20V9_%28Rev%207-1-2013%29.pdf

ARIZONA DEPARTMENT OF EDUCATION

Contracts Management Unit

1535 West Jefferson Street, Bin 37 Phoenix, Arizona 85007

CONTRACT NO. 26-07-ED

ATTACHMENT A – SCOPE OF WORK

1. Background

1.1. This project provides Year 2 and Year 3 funding to PEAs that have successfully completed Year 1 and Year 2 of the Multi-Tier Behavior Support (MTBS) training series to assist district, charter, and school teams with the development of a school-wide approach for positive behavior management practices based on School-Wide Positive Behavior Intervention and Support (SW- PBIS) evidence-based elements.

1.2. The PEA understands that the MTBS Year 2 project will be provided if these occur:

1.2.1. Federal IDEA funds are available to support this program;

1.2.2. PEA maintains its commitments by adhering to the Contractor Responsibilities;

1.2.3. Team members maintain eligibility requirements, as defined; and

1.2.4. MTBS Year 1 School Team Checklist or District Team Checklist have been completed, submitted and approved by the MTBS training coordinator.

1.3. The PEA understands that the MTBS Year 3 project will be provided if these occur:

1.3.1. Federal IDEA funds are available to support this program;

1.3.2. PEA maintains its commitments by adhering to the Contractor Responsibilities;

1.3.3. Team members maintain eligibility requirements, as defined; and

1.3.4 MTBS Year 2 School Team Checklist or District Team Checklist and the Coach Checklist have been completed, submitted and approved by the MTBS training coordinator.

2. Contractor Responsibilities Contractor shall:

2.1. Year 2 – Responsibilities

2.1.1. The PEA assures that all team members meet all the following requirements:

2.1.1.1. Successful completion of MTBS Year 1 requirements, as evidenced by the MTBS checklist approved by the MTBS training coordinator.

2.1.1.2. A single team member who attended MTBS Year 1 training is committed to attend all four (4) Year 2 sessions and two (2) coaching training sessions.

2.1.1.3. The minimum of six (6) team members is met, unless a reduced number is preapproved by the MTBS training coordinator.

1535 West Jefferson Street, Bin 37 Phoenix, Arizona 85007

CONTRACT NO. 26-07-ED

ATTACHMENT A – SCOPE OF WORK

2.1.1.4. Team members must be employees of the district or charter school. If contracted employees from a for-profit vendor fill positions, they must provide a year-long commitment to the training program.

2.1.1.5. If a school team, required team members must include a principal or assistant principal and a special education teacher. A district-level administrator is optional.

2.1.1.6. If a district team, required team members must include the special education director and a principal or assistant principal.

2.1.2. Once the first training starts, core team member replacements require prior approval from the MTBS training coordinator.

The PEA assures that all team members will attend all trainings during the months listed below:

Tier 1:

September 2025 January 2026

Tier 2:

November 2025 February 2026

2.1.3. The PEA assures that the appointed MTBS coach will attend two (2) coaching trainings during the months below:

November 2025 January 2026

2.2. Year 3 - Responsibilities

2.2.1. The PEA assures that all team members meet all the following requirements:

2.2.1.1. Successful completion MTBS Year 2 requirements, as evidenced by the MTBS checklists approved by the MTBS training coordinator.

2.2.1.2. A single team member who attended MTBS Year 1 and 2 trainings is committed to attend all four (4) Year 3 sessions and two (2) coaching training sessions.

2.2.1.3. The minimum of six (6) team members is met, unless a reduced number is preapproved by the MTBS training coordinator.

1535 West Jefferson Street, Bin 37 Phoenix, Arizona 85007

CONTRACT NO. 26-07-ED

ATTACHMENT A – SCOPE OF WORK

2.2.1.4. Team members must be employees of the district or charter school. If contracted employees from a for-profit vendor fill positions, they must provide a year-long commitment to the training program.

2.2.1.5. If a school team, required team members must include a principal or assistant principal and a special education teacher. A district-level administrator is optional.

2.2.1.6. If a district team, required team members must include the special education director and a principal or assistant principal.

2.2.2. Once the first training starts, core team member replacements require prior approval from the MTBS training coordinator.

2.2.3. The PEA assures that all team members will attend all trainings during months given below; final dates will be provided in May 2025:

September 2026 November or December 2026 January 2027 February 2027

2.2.4. The PEA assures that the appointed MTBS coach will attend two (2) coaching trainings on the following dates; final dates will be provided in May 2026:

November 2026 January 2027

3. PEA Reporting Requirements

3.1. Year 2 - Requirements

3.1.1. Submit all documents/artifacts that support the MTBS Year 2 School Team or the MTBS Year 2 District Team Checklist by May 31, 2026.

3.1.2. Submit all documents/artifacts that support the MTBS Year 2 Coach Checklist by May 31, 2026.

3.2. Year 3 - Requirements

3.2.1. Submit all documents/artifacts that support the MTBS Year 3 School Team Checklist (Attachment G) or District Team Checklist by May 31, 2027.

3.2.2. Submit all document artifacts that support the MTBS Year 3 Coach Checklist by May 31, 2027.

1535 West Jefferson Street, Bin 37 Phoenix, Arizona 85007

CONTRACT NO. 26-07-ED

4. ADE's Responsibilities

4.1. For teams:

4.1.1. Provide four (4) two-day team trainings and two (2) two-day coach trainings.

4.1.2. Provide technical assistance, feedback, and coaching to help teams with their implementation plans.

4.1.3. Provide materials, resources and examples of plans created by other Arizona schools to help teams design their plan at each tier.

4.1.4. Provide connection to a network of districts and schools that are in the process of implementing or have already implemented plans that can be used as examples.

4.1.5. Provide access to the website created by Dr. Chris Borgmeier that houses a multitude of resources.

4.2. For coaches:

4.2.1. Provide materials, resources, and examples of plans created by other Arizona schools to help in designing their coaching plan at Tier 2 and Tier 3.

4.2.2. Provide connection to other coaches via a coaching network.

4.2.3. Provide certification as an AZ SET Evaluator (Tier 1 once training requirements have been met.

4.2.4. Provide certification as an AZ ISSET Evaluator (Tiers 2 and 3) once training requirements have been met.

5. Budget

5.1. Funding Requirements

5.1.1. ADE provides funding to support eligible district and school teams of six members in their participation in the MTBS Year 2 and Year 3 trainings. The expenditure categories and maximum allowed budget is detailed in Attachment C - Price Sheet. Funding may be used to pay for:

5.1.1.1. Substitute pay and benefits to cover team member attendance at trainings during school hours.

5.1.1.2. Applicable off-contract pay and benefits for personal time used by eligible team members to attend trainings.

5.1.1.3. Stipend for selected PEAs per in-person training day, see Attachment C - Price Sheet for amounts. If more than two participants are absent, $100 will be deducted per person, per day. Stipend is not provided to PEAs for training days conducted through an online platform.

INTERGOVERNMENTAL AGREEMENT

IGA Number

26-07-ED

5.1.1.4. Stipend for selected PEAs per participant of $58 per in-person training day, up to six members. Stipend is not provided to PEAs for training days conducted through an online platform.

5.1.1.5. PEA may be eligible for up to $40,000 determined by the completed and approved workbook submitted to ADE.

5.1.1.6. Costs for a one-year SWIS subscription for one data tier only per school site at $400 each (each additional tier subscription is at the school's expense) plus $33.33 to begin SWIS in August if the license was not purchased in Year 1.

5.1.2. PEA agrees to the following non-compliance conditions that require repayment of funding or result in a forfeiture of funding by the PEA:

5.1.2.1. All registered team members do not attend all training dates. Exceptions due to extenuating circumstances must be preapproved by the MTBS training coordinator.

5.1.2.2. For teams in Year 2, the team did not meet all requirements on the MTBS Year 2 School Team Checklist or the MTBS Year 2 District Team Checklist by May 31, 2026.

5.1.2.3. For teams in Year 3, the team did not meet all requirements on the MTBS Year 3 School Team Checklist or the MTBS Year 3 District Team Checklist by May 31, 2027.

5.1.2.4. The coach did not meet all requirements on the Coach Checklist by May 31, 2026.

5.1.2.5. If a team does not send a minimum of two staff members to a training session, the PEA may be ineligible for funding for future training sessions within the contract year. Exceptions due to extenuating circumstances must be preapproved by the MTBS training coordinator.

5.1.3. The PEA must complete Attachment B - MTBS Budget Workbook each year.

5.1.3.1. ESS Projects will provide a deadline to return the workbook.

5.1.3.2. The PEA will enter the team roster and planned expenses for the year.

5.1.3.3. ESS Projects and the MTBS Coordinator will review and approve the MTBS Budget Workbook. If changes need to be made, the PEA will be notified.

5.1.4. ESS Projects will complete Attachment B - Price Sheet.

5.1.4.1. The PEA must sign the Price Sheet before the first day of training, ESS Projects will provide a deadline.

5.1.4.2. The PEA will not be eligible for reimbursement until the:

• Price Sheet is returned to ESS Projects; and

• the Purchase Order is approved.

All three action items must be completed before the first day of training.

5.1.5. The PEA must report any changes to the team roster to ESS Projects and the MTBS Coordinator.

ESS Projects will determine if an amendment to the budget is needed.

INTERGOVERNMENTAL AGREEMENT

IGA Number

26-07-ED

6. lnvoicing Requirements

6.1. All invoices must be itemized matching the funding requirements:

6.1.1. List substitute names, pay, and benefits.

6.1.2. List team member names, pay, and benefits for off-contract pay.

6.1.3. If applicable, PEA Stipend Pay amount per training day.

6.1.3.1. Attendance will be verified by program area.

6.1.4. If applicable, list team member names and amount for the Participant Stipend Pay per training day.

6.1.4.1. Attendance will be verified by program area.

6.1.5. List cost of SWIS subscription.

6.2. All invoices must be submitted within 30 days after each training.

6.3. Invoices submitted beyond the 30-day requirement will require a written justification for not being submitted in a timely manner. The ADE reserves the right to not honor invoices submitted beyond the established timeline.

6.4. Supporting documentation is required when submitting invoices for substitute/off-contract and benefits pay and for the SWIS subscription, such as:

6.4.1. Paid invoices, receipts, pay stubs, accounting reports. Names and dates must match what is listed in the invoice.

6.4.2. If your PEA uses a contracted vendor for substitutes: paid invoices, sign-in sheets, or reports.

Names and dates must match what is listed in the invoice.

6.5. All invoices must be sent to ESSProjects@azed.gov and accountspay@azed.gov.

AGREEMENT

ATTACHMENT B – PRICE SHEET

IGA Number

26-07-ED

ARIZONA DEPARTMENT OF EDUCATION

INTERAGENCY SERVICE AGREEMENT BUDGET/ESTIMATED

NEEDS PAYMENT SCHEDULE FOR INSTITUTIONS OF HIGHER

EDUCATION, STATE AGENCIES AND OTHER AGENCIES.

INSTRUCTIONS:

Submit original to ADE Contracts Management Unit as part of proposed Agreement/amendment..

A. AGREEMENT IDENTIFICATION FOR THE BUDGET PERIOD From September 1, 2025 To August 31, 2026

1. Applicant Agency: Safford Unified District 1 –

Ruth Powell School

2. Contact Person: Ashley Vaughn/Principal Melisa Gutierrez/Director of ESS

Phone No.: 928-348-6989

3. Agreement No.: 26-07-ED

4. Funding source (Chapter 1, etc.):

CFDA No.:

5. Date submitted: Index No.:

6. Proposal Name (If any): 7. Check ONE [ x ] New [ ] Renewal Application [ ] Completion Report [ ] Amendment [ ] ADE Revision

B. AGREEMENT BUDGET

*EXPENDITURE CATEGORIES

BUDGET

(1)

REQUEST

CHANGES

(2)

AMENDED

BUDGET

(3)

EXPENDITURE

TO DATE

(4)

BUDGET

BALANCE

(5)

8. Salaries - Instructional

9. Salaries - Non-instructional

10. Sub/Off Contract & Benefits Pay

11. SWIS License(s)

12. Prorated Fees for SWIS

License(s)

13. PEA Stipend

14. Participated Stipend

15. Printing and Reproduction

16. Utilities and Communications

17. Other (Sub/Off Contract &

Benefits Pay, SWIS License(s) ,Prorated Fees for SWIS License(s), PEA Stipend, Participant Stipend

$40,000

18. SUBTOTAL $40,000

19. Indirect Cost ( % x line 18)

20. Capital Outlay

21 TOTAL $40,000

22. Administrative Costs

23. Cash Balance (For Completion Purposes)

* SEE INSTRUCTIONS ON NEXT PAGE

C. COMPLETION REPORT SIGNATURE (Blue Ink Only)

I hereby certify that this is a reasonable statement of total expenditures for this Agreement.

Applicant Authorized Agent Date

D. SUMMARY OF AVAILABLE FUNDS INCLUDED IN BUDGET ABOVE

E. ESTIMATED NEEDS PAYMENT SCHEDULE (Original [ ] Revised [ ] Date )

AGREEMENT

ATTACHMENT B – PRICE SHEET

IGA Number

26-07-ED

FY State C/O FY FY Jul Jan Jul Jan Jul Jan

Aug Feb Aug Feb Aug Feb

Sept Mar Sept Mar Sept Mar

Oct Apr Oct Apr Oct Apr

Nov May Nov May Nov May

Dec Jun Dec Jun Dec Jun

TOTAL TOTAL TOTAL

Intergovernmental Agreement Attachment C – Intellectual Property

IGA Number

26-07-ED

• CONTRACTOR Materials and Inventions. As between the parties, CONTRACTOR shall own all rights, title, and interests, in and to: all CONTRACTOR Materials and Inventions, including all patents, copyrights, trade secrets, and any other intellectual property rights pertaining thereto; all changes, modifications, updates or enhancements thereto made by CONTRACTOR; and all derivative works therefrom. CONTRACTOR shall grant to ADE for the duration of the term of the agreement a nonexclusive, worldwide right and license to copy, distribute, transmit, display, perform, create derivative works from, sub-license and otherwise use and exploit the CONTRACTOR Materials, in any medium now known or hereafter developed, provided that ADE and CONTRACTOR shall negotiate in good faith a mutually agreeable arrangement for an appropriate licensing fee payable to CONTRACTOR for any such license that will allow CONTRACTOR to recover any of its direct, out of pocket development costs in such CONTRACTOR Materials.

To the extent any such license to ADE relates to CONTRACTOR Materials licensed from a third party and such third party license permits use of the Materials outside of the scope of this agreement or Statement of Work without any additional incremental charge, then the license between ADE and CONTRACTOR shall likewise not include any additional incremental charge (over and above cost recovery for CONTRACTOR) with respect to such Materials. Except as otherwise requested or approved by CONTRACTOR, ADE shall cease all use of the CONTRACTOR Materials upon expiration or termination of the agreement, and shall immediately return or destroy the same at CONTRACTOR’s direction.

• ADE Materials and Inventions. From time to time, ADE may provide CONTRACTOR with certain ADE Materials. ADE shall own all rights, title, and interests in and to: all ADE Materials and Inventions including all patents, copyright, trade secrets, and any other intellectual property rights pertaining thereto; all changes, modifications, updates or enhancements thereto made by ADE or CONTRACTOR; and all derivative works therefrom. ADE hereby grants to CONTRACTOR a revocable, nonexclusive, non-assignable, non-transferable, worldwide limited right and license to copy, distribute, transmit, display, perform, create derivative works, sublicense and otherwise use and exploit the ADE Materials for the performance of the Services hereunder. The foregoing license does not give CONTRACTOR, and CONTRACTOR is not authorized, to sublicense such ADE Materials. Except as otherwise requested or approved by ADE, CONTRACTOR shall cease all use of the ADE Materials upon expiration or termination of the agreement, and shall immediately return or destroy the same at ADE’s direction.

• Joint Inventions. During the term of this agreement, the parties jointly may conceive of Inventions relating to the provision of Services hereunder. In such event, CONTRACTOR and ADE shall jointly own any such Invention. All rights, title, and interests are jointly and equally shared by the CONTRACTOR and the ADE. In the event that such Inventions relate to Materials licensed from a third party and such third party requires fees for said Materials, each party shall be responsible for covering the costs of their use of these third party Materials outside the scope of this agreement. To the extent any such Inventions relates to Materials licensed from a third party and such third party license permits use of the Materials outside of the scope of this agreement or Statement of Work without any additional incremental charge, then likewise, there shall be no additional incremental charge to either party by the other with respect to such Materials.

• Defined Terms. For purposes hereof, the following terms have the following meanings:

• “Invention” shall mean any idea, design, concept, technique, process, machine, discovery or improvement, whether or not patentable, conceived of or made solely or jointly by CONTRACTOR and CONTRACTOR’s employees, or jointly by CONTRACTOR and CONTRACTOR’s employees with one or more employees of ADE, during the term of this agreement and in the performance of this agreement, provided that either the conception or reduction to practice thereof occurs during the term of this agreement and in the performance of the agreement.

• “Materials” shall mean any computer software, computer programs, architecture, computer functionalities, computer interfaces, computer code, computer files, images, photographs, designs, forms, data listings, or compilations or databases, graphics, artwork, text or writings, documents, abstracts and summaries thereof or any other related items or information reasonably required for the performance of the Services. “Materials” include Materials created by or for ADE (“ADE Materials”) and Materials created by or for CONTRACTOR (“CONTRACTOR Materials”