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conceived, derived from, or reduced to practice by the subcontractor, Subrecipient
<br />or Pass -through Entity and which result directly or indirectly from this
<br />subgrant agreement or any subcontract.
<br />(5). Pursuant to paragraph 19(b)(4), the requirement for the Subrecipient to include
<br />all Intellectual Property Provisions of paragraph 19(a) through 19(i) in all
<br />agreements and subcontracts it enters into with other parties does not apply
<br />to subgrant agreements or subcontracts that are for customized and on-the-job
<br />training as authorized under 20 CFR 663.700-730.
<br />(6). Subrecipient further agrees to assist and cooperate with Pass -through Entity in
<br />all reasonable respects, and execute all documents and, subject to reasonable
<br />availability, give testimony and take all further acts reasonably necessary to
<br />acquire, transfer, maintain, and enforce Pass -through Entity's Intellectual
<br />Property rights and interests.
<br />c). Retained Rights / License Rights
<br />(1). Except for Intellectual Property made, conceived, derived from, or reduced to
<br />practice by Subrecipient or Pass -through Entity and which result directly or
<br />indirectly from this subgrant agreement, Subrecipient shall retain title to
<br />all of its Intellectual Property to the extent such Intellectual Property is
<br />in existence prior to the effective date of this subgrant agreement.
<br />Subrecipient hereby grants to Pass -through Entity, without additional
<br />compensation, a permanent, non-exclusive, royalty free, paid -up, worldwide,
<br />irrevocable, perpetual, non -terminable license to use, reproduce, manufacture,
<br />sell, offer to sell, import, export, modify, publicly and privately
<br />display/perform, distribute, and dispose of Subrecipient's Intellectual
<br />Property with the right to sublicense through multiple layers, for any
<br />purpose whatsoever, to the extent it is incorporated in the Intellectual
<br />Property resulting from this subgrant, unless Subrecipient assigns all
<br />rights, title and interest in the Intellectual Property as set forth herein.
<br />(2). Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient
<br />from using any ideas, concepts, know-how, methodology or techniques related
<br />to its performance under this subgrant agreement, provided that Subrecipient's
<br />use does not infringe the patent, copyright, trademark rights, license or other
<br />Intellectual Property rights of Pass -through Entity or third party, or
<br />result in a breach or default of any provisions of paragraph 19(a) through
<br />19(i) or result in a breach of any provisions of law relating to confidentiality.
<br />d). Copyright
<br />(1) Subrecipient agrees that for purposes of copyright law, all works (as defined
<br />in Ownership, paragraph nineteen (b)(2)(a) of authorship made by or on behalf of
<br />Subrecipient in connection with Subrecipient's performance of this subgrant agreement
<br />shall be deemed "works made for hire." Subrecipient further agrees that the work
<br />of each person utilized by Subrecipient in connection with the performance of
<br />this subgrant agreement will be a "work made for hire," whether that person is
<br />an employee of Subrecipient or that person has entered into an agreement with
<br />Subrecipient to perform the work. Subrecipient shall enter into a written
<br />agreement with any such person that: (i) all work performed for Subrecipient
<br />shall be deemed a "work made for hire' under the Copyright Act and (ii) that
<br />person shall assign all right, title, and interest to Pass -through Entity to
<br />any work product made, conceived, derived from or reduced to practice by
<br />Subrecipient or Pass -through Entity and which result directly or indirectly
<br />from this subgrant agreement. Refer to 2 CFR Section 200.35
<br />(2) All materials, including, but not limited to, computer software, visual works
<br />or text, reproduced or distributed pursuant to this subgrant agreement
<br />that include Intellectual Property made, conceived, derived from, or
<br />reduced to practice by Subrecipient or Pass -through Entity and which result
<br />directly or indirectly from this subgrant agreement may not be reproduced or
<br />disseminated without prior written permission from Pass -through Entity.
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