Sec. 11.15.31.16. Intellectual Property Rights

A. Property Rights Reserved to Contractor.

(1) The contractor reserves full ownership rights to all forms of intellectual property developed by it for utilization in connection with the electronic system which comprise the host system and programs.

(2) Subject to the agreement, the intellectual property consists of all proprietary program components necessary to collect, assemble, and transmit to and receive from the Administration the inquiries, information, and fund transfers including:

(a) Any inventions, devices, processes, software, and formulas used in or comprising any component of the electronic system not already in use by the Administration;

(b) Any trademarks and service marks used in connection with the program and not already in use by the Administration; and

(c) Any written material relating to the electronic system which may be the subject of protection under the copyright laws of the United States or foreign countries, including, without limitation, all user and training manuals and other publications relating to the program not developed by the Administration.

(3) The Administration acknowledges this reservation of any property rights not developed by the Administration and covenants not to take any action in derogation of these rights, except as is explicitly provided for in the agreement.

B. Patent, Trademark, Service Mark, and Copyright Protection. Except as required in Regulation .15C of this chapter, the Administration may not interfere with any efforts the contractor undertakes to register patents, trademarks, service marks, or copyrights associated with the program which have not been developed by the Administration or are not already in use by the Administration.

C. Confidentiality.

(1) The Administration shall treat all plans, specifications, drawings, diagrams, software, computer programs, procedures, processes, and other proprietary materials relating to the electronic system as computer software developed for a State agency and proprietary software for purposes of General Provisions Article, Title 4, Annotated Code of Maryland, and agrees not to disclose this information unless required to do so by judicial order.

(2) The contractor agrees that it will defend against disclosure of any information, which it deems to be proprietary, hold the Administration harmless, and bear all legal expenses. Its failure to do so shall constitute a waiver of any claim that the material is proprietary.

D. Trade Secrets.

(1) All proprietary information and materials developed by the contractor in the course of the program comprising the electronic system, including, without limitation, all formulas, patents, compilations, programs, devices, methods, techniques, and processes, may constitute trade secrets of the contractor within the meaning of that term as defined in General Provisions Article, Title 4, Annotated Code of Maryland.

(2) The Administration may not interfere with any action for damages or injunctive relief brought by a contractor in response to misappropriation of a trade secret by a third party.

(3) This section does not constitute an admission or cooperation agreement on the part of the Administration for the purposes of any litigation or claim arising between the Administration and a contractor.

E. Plans, Specifications, Programs, Manuals, and Related Materials.

(1) Plans, specifications, drawings, diagrams, manuals, computer programs, and related materials developed by a contractor with respect to the electronic system remain the sole property of the contractor, and review, consultation of, or possession of these materials by the Administration does not constitute a waiver of the contractor's property interests in them.

(2) The Administration shall return, or afford a contractor reasonable opportunities to collect, all program materials upon the expiration or termination of the agreement.