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<br />9.4
<br />
<br />Use of
<br />Your Data
<br />
<br />9.5
<br />
<br />Ownership of
<br />Deliverables
<br />
<br />9.6
<br />
<br />Compliance
<br />with Law
<br />
<br />CONSULTING SERVICES PROVISIONS
<br />
<br />You agree that in performing the Services, unless expressly stated otherwise in the SOW, we may be
<br />using data, material, and other information that you furnish to us without any independent investiga-
<br />tion or verification ofthe same. and that we will be entitled to rely upon the accuracy and complete-
<br />ness of such information in performing the Services.
<br />
<br />Unless expressly specified otherwise in an applicable SOW
<br />
<br />a) You will own (1) all physical copies of the Deliverables that we deliver to you, subject to such in-
<br />tellectual-property rights in the content thereof as we may have, as well as (2) any confidential or
<br />proprietary information of yours that may be embodied in any Deliverable.
<br />
<br />b) Ifa SOW specifies that you will own any other portion ofa Deliverable, your ownership rights
<br />will not extend to any pre-existing work of authorship, invention, or other intellectual property of
<br />ours, nor to any legal rights in any such intellectual property (for example, copyrights, patents, trade-
<br />secret rights, etc.).
<br />
<br />c) We will own all other right, title, and interest in and to the Deliverables)? exceot that (1) we will
<br />have no ownership claim to any invention, work ofauthorship, or confidential infonnation that may
<br />be developed exclusively by your employees during the course of the Services, and (2) you will have
<br />" a perpetual, non-exclusive, world-wide, paid-up license for internal use ofthe Deliverables, consis-
<br />tent with the nature ofthe SOW, for your internal business purposes (excluding service-bureau use
<br />or similar use of the Deliverables to provide services for your customers unless expressly stated oth-
<br />er.vise in the SOW).
<br />
<br />a) In performing the Services, we will comply with applicable laws and regulations, including with-
<br />out limitation, where applicable, Executive Order 11246 (Equal Employment Opportunity); the Oc-
<br />cupational Safety and Health Act of 1970; Section 503 of the Rehabilitation Act of 1973; and Sec-
<br />tion 4212 of the Vietnam Era Readjustment Assistance Act of 1974.
<br />
<br />b) We do not and will not maintain or provide for our employees any segregated facilities at any of our
<br />establishments where prohibited by applicable law, and we do not and will not permit our employees to
<br />pcrfonn the Services at any location under our control where segregated facilities are maintained. "Seg-
<br />regated facilities," as used in this paragraph, means any waiting rooms, work areas, rest rooms and wash
<br />rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas,
<br />parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities
<br />provided for employees that are segregated by explicit directive or are in fact segregated on the basis of
<br />race, color, religion, or national origin because of habit, local custom, or otherwise.
<br />
<br />e) We are a U.S. Government contractor and are in compliance with the requirements of 48 C.F.R.
<br />S 52.219-8 (Utilization of Small, Small Disadvantaged, and Women-Owned Small Business Con-
<br />cerns) and 48 C.F.R. ~ 52.219-9 (Small, Small Disadvantaged, and Women-Owned Small Business
<br />Subcontracting Plan) to the extent required by our GSA contract.
<br />
<br />d) We will obtain, at our expense, all pennits and licenses required for our performance of the
<br />Services.
<br />
<br />19 Section 9.5(c): Our intellectual property is our stock in trade. Accordingly, BindView's policy is that it must own all illtellec-
<br />tual-property rights associated with the work our people do, subject to the exceptions set forth in the text.
<br />
<br />BINDVIEW CUSTOMER AGREEMENT 95-3172
<br />
<br />PAGE 14
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