Attachment E Commercial Computer Software

IN-BOUND LICENSING OF COMPUTER SOFTWARE, DOCUMENTATION, AND

OTHER CONTENT

A. Application

This Special Article (Article) refers to, is made part of, and/or applies to UT-Battelle, LLC’s licensing of all pre-existing Computer Software and Documentation, as defined below, or any other pre-existing content licensed by UT-Battelle, LLC (UT-Battelle) under its Prime Contract No. DE-AC05-00OR22725 to manage and operate the Oak Ridge National Laboratory (ORNL). In the event any Computer Software, Documentation or other content is first developed under this agreement, such newly developed software will be governed by the relevant provisions of FAR 52.227-14, which is hereby incorporated by reference. For purposes of clarity, UT-Battelle and the Seller are the licensee and owner/licensor, respectively, of the pre-existing Computer Software, Documentation or any other content licensed hereunder. Seller hereby represents and warrants that it is either the owner of the Computer Software, Documentation or other content licensed hereunder, or otherwise has all appropriate rights to license or sublicense such works to ORNL.

B. Definitions

For purposes of this Article, capitalized terms are defined as follows: 1. Computer Software: means (1) computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and (2) recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled. The specific Computer Software licensed hereunder is described in the Ordered Items Scope of Work/Statement of Work, or elsewhere in this Purchase Order or Subcontract (hereinafter referred to collectively as “Purchase Order”). 2. Documentation: means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the Computer Software or provide instructions for using the Computer Software, or any other content licensed hereunder. 3. Commercial Computer Software: means Computer Software which qualifies as a commercial product or commercial service under Federal Acquisition Regulations, Subpart 12.
4. Software related Services: means services related to ORNL’s use and enjoyment of the Computer Software, or other content licensed hereunder, such as but not limited