Running Head: MILESTONE 2
BUS- 250: Milestone Two
Christopher Gouchenouer
Southern New Hampshire University
Professor Hathaway
2/9/2020
MILESTONE 2
Intellectual Property
Intellectual Property is defined by Cornell University Law School as: "Any product of
the human intellect that the law protects from unauthorized use by others" (Cornell Law School.
n.d.). This additionally includes other areas that fall under the classification of Intellectual
Property such as trade secrets, copyrights, patents and trademarks. After going over the provided
contract, it appears that in section 2.1 Medsure had clearly defined the extent of what they were
permitting Middleton Hospital to do with the software when granting them nonexclusive
licensing rights for reproducing the software for use. The contract does not specify an exact
number of users that are permitted access to the software other than the stated "concurrent users"
which leaves it open to interpretation. Section 2.2 states that Middleton Hospital will not own the
software they will be using rather they will be purchasing user rights and any reproduction of the
software are licenses for use. There will be no title/ownership transferred to Middleton Hospital
on any copy of the software that has been created. Section 6.1, titled IP rights in the software,
States that "The Vendor retains all right, title, and interest in and to the Documentation and
Software, including without limitation Deliverables and Upgrades, except to the extent of the
limited licenses specifically set forth in Section 2.1 (Licenses). Due to this software being a
newly produced software package that has specifically been written for Middleton Hospital,
Medsure will retain ownership of the software that is being paid for by the hospital. Therefore.
Middleton Hospital will be within their rights to implement restrictions on use which will
prevent Medsure from selling a license to direct competitors for a specified period of time
Medsure agent Johan has stated that they use a subcontractor for writing the code for this specific
target yet there is no reference to any additional intellectual property rights being
MILESTONE 2
protected/violated by any other entity. With that being said, there is no guarantee that there will
not be any violation of intellectual property rights by Middleton Hospital.
Indemnification
The vendor shall have an indemnification policy in place that will indemnify all clients
they have from any third-party claims related to a breach of confidentiality and/or the possible
failure to comply with security requirements associated with protected information by the
vendor. It is the vendor's responsibility to ensure the business is protected from any lawsuits
and/or claims resulting from the vendor's failure to follow through with proper security measures
for their systems. Section 7.6, sub-section (a) IMMUNITY, states: "An individual shall not be
held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a
trade secret that-- (A) is made-- (i) in confidence to a Federal, State, or local government
official, either directly or indirectly, or to an attorney; and (ii) solely for reporting or
investigating a suspected violation of