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27 SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS | 2014_0122 <br /> <br />following the end of the reporting period. Reports shall be delivered to the Lead State and to the WSCA-NASPO <br />Cooperative Development Team electronically through email; CD-Rom, jump drive or other electronic matter as <br />determined by the Lead State. <br /> <br />Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under <br />this Master Agreement. The format for the detailed sales data report is in Section 6, Attachment H. <br /> <br />C. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for <br />personal use where authorized by the Participating Addendum. Specific data in relation to sales to employees for <br />personal use to be defined in the final contract award to ensure only public information is reported. <br /> <br />D. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports <br />shall have exclusive ownership of the media containing the reports. The Lead State and WSCA-NASPO shall have a <br />perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use <br />reports, data and information provided under this section. <br /> <br /> <br />28. ACCEPTANCE AND ACCEPTANCE TESTING <br />A. Acceptance. Purchasing Entity (the entity authorized under the terms of any Participating Addendum to place orders <br />under this Master Agreement) shall determine whether all Products and Services delivered meet the Contractor’s <br />published specifications (a.k.a. “Specifications”). No payment shall be made for any Products or Services until the <br />Purchasing Entity has accepted the Products or Services. The Purchasing Entity will make every effort to notify the <br />Contractor within thirty (30) calendar days following delivery of non-acceptance of a Product or completion of Service. In <br />the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of <br />Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of <br />Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed <br />to by both parties in writing. <br />B. Acceptance Testing. The Purchasing Entity (the entity authorized under the terms of any Participating Addendum to <br />place orders under this Master Agreement) and the Contract Vendor shall determine if Acceptance Testing is applicable <br />and/or required for the purchase. The terms in regards to acceptance testing will be negotiated, in writing, as mutually <br />agreed. If Acceptance Testing is NOT applicable, the terms regarding Acceptance in the Contract shall prevail. <br /> <br />29. SYSTEM FAILURE OR DAMAGE. In the event of system failure or damage caused by the Contract Vendor or its <br />Product, the Contract Vendor agrees to use its commercially reasonable efforts to restore or assist in restoring the system <br />to operational capacity. The Contract Vendor shall be responsible under this provision to the extent a 'system' is defined <br />at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty. <br /> <br />30. TITLE OF PRODUCT. <br /> <br />OWNERSHIP <br /> <br />a. Ownership of Documents/Copyright. Any reports, studies, photographs, negatives, databases, computer <br />programs, or other documents, whether in tangible or electronic forms, prepared by the Contract Vendor in the <br />performance of its obligations under the Master Agreement and paid for by the Purchasing Entity shall be the <br />exclusive property of the Purchasing Entity and all such material shall be remitted to the Purchasing Entity by the <br />Contract Vendor upon completion, termination or cancellation of the Master Agreement. The Contract Vendor <br />shall not use, willingly allow or cause to allow such material to be used for any purpose other than performance of <br />the Contract Vendor’s obligations under this Master Agreement without the prior written consent of the Purchasing <br />Entity. <br /> <br />b. Rights, Title and Interest. All rights, title, and interest in all of the intellectual property rights, including copyrights, <br />patents, trade secrets, trade marks, and service marks in the said documents that the Contract Vendor conceives <br />or originates, either individually or jointly with others, which arises out of the performance of the Master <br />Agreement, will be the property of the Purchasing Entity and are, by the Master Agreement, assigned to the <br />Purchasing Entity along with ownership of any and all copyrights in the copyrightable material. The Contract <br />Vendor also agrees, upon the request of the Purchasing Entity, to execute all papers and perform all other acts <br />necessary to assist the Purchasing Entity to obtain and register copyrights on such materials. Where applicable, <br />works of authorship created by the Contract Vendor for the Purchasing Entity in performance of the Master <br />Agreement shall be considered “works for hire” as defined in the U.S. Copyright Act.