Exhibit_C_-_Special_Provisions.docx

RFP XXXX

TBD SaaS Platform Services Attachment 1 – Sample Contract Exhibit D, Page 2 of 7 California Department of Public Health HBEDS Exhibit C – Special Provisions

Exhibit C - Special Terms and Conditions

A. Third-Party Intellectual Property Except as provided herein, Contractor agrees that its performance of this Contract shall not be dependent upon or include any intellectual property of a third party without first: (i) obtaining the State’s prior written approval; and (ii) granting to or obtaining for the State, without additional compensation, a limited, non-exclusive, worldwide, royalty-free license to access and use, any of Contractor’s or third-party’s Intellectual Property incorporated into the Cloud Computing Services. If such a license upon these terms is unattainable, and the State determines that the intellectual property should be included in or is required for Contractor’s performance of this Contract, Contractor shall obtain a license under terms acceptable to the State.

B. Warranties

1) Contractor represents and warrants that:

a. It is free to enter into and fully perform this Contract.

b. Neither Contractor’s performance nor any part of its performance will violate the right of privacy of or constitute a libel or slander against any person or entity.

c. It has secured and will secure all rights and licenses necessary for Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites, locations, property or props that may be used or shown.

d. It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to CDPH in this Contract.

e. It has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Contract for the acquisition, operation or maintenance of computer software in violation of copyright laws.

f. It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Contractor’s performance of this Contract.

2) CDPH MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS CONTRACT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.

C. Federal Funding

In any contract funded in whole or in part by the federal government, CDPH may acquire and maintain the Intellectual Property rights, title, and ownership, which results directly or indirectly from the Contract; except as provided in 37 Code of Federal Regulations part 401.14; however, the federal government shall have a non-exclusive, nontransferable, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit others to do so.