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A. Definitions. The following terms used in this Section 33 have the meanings set forth
below:
i. “Consultant Intellectual Property” means any intellectual property owned by the
Consultant and developed independently from the Retainer Contract and any
Supplement.
ii. “Third Party Intellectual Property” means any intellectual property owned by
parties other than Owner or Consultant.
iii. “Work Product” means every invention, discovery, work of authorship, Project
Drawing, trade secret, or other tangible or intangible item, whether completed,
partially completed, or in draft form and all intellectual property rights therein,
that the Consultant is required to deliver to Owner pursuant to the Retainer
Contract and any Supplement.
B. Work Product. All Work Product created by the Consultant, including derivative works
and compilations, and whether or not such Work Product is considered a “work made for
hire,” is the exclusive property of Owner. Owner and the Consultant agree that Work
Product that constitutes original works of authorship (the “Original Work Product”) is
“work made for hire”, and Owner is the author within the meaning of the United States
Copyright Act. The Consultant hereby irrevocably assigns to Owner any and all of its
rights, title, and interest in all Original Work Product, whether arising from copyright,
patent, trademark, trade secret, or any other state or federal intellectual property law or
doctrine. Upon Owner’s reasonable request, the Consultant shall execute such further
documents and instruments necessary to fully vest rights to Original Work Product in
Owner. The Consultant forever waives any and all rights relating to Original Work
Product, including without limitation, any and all rights arising under 17 USC §106A or
any other rights of identification of authorship or rights of approval, restriction, or
limitation on use or subsequent modifications. However, see Sections 33.C., 33.D., 33.E.
and 33.F. immediately below, for provisions applicable to Consultant Intellectual Property,
Third Party Intellectual Property, Consultant Intellectual Property derivative works, and
Third Party Intellectual Property derivative works.
C. Consultant Intellectual Property. In the event that any portion of the Work Product is
Consultant Intellectual Property or in the event any Consultant Intellectual Property is
necessary for Owner to reasonably enjoy and use Work Product, the Consultant hereby
grants to Owner an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free
license to use, reproduce, prepare derivative works based upon, distribute copies of,
perform and display Consultant Intellectual Property, including the right of Owner to
authorize contractors, consultants, and others to do the same on Owner’s behalf. At the
request of the Consultant, Owner shall take reasonable steps to protect the confidentiality
and proprietary interests of the Consultant in any Consultant Intellectual Property licensed
under this Section within the limits of the Oregon Public Records Law (ORS 192.410
through 192.505) and the Oregon Uniform Trade Secrets Act (ORS 646.461 to 646.475).
D. Third Party Intellectual Property. In the event that any portion of the Work Product is
Third Party Intellectual Property, or in the event any Third Party Intellectual Property is
necessary for Owner to reasonably enjoy and use Work Product, the Consultant shall
secure on Owner’s behalf, and in the name of Owner, an irrevocable, non-exclusive, non-
transferable, perpetual, royalty-free license to use, reproduce, prepare derivative works