|
e). Patent Rights
<br />With respect to inventions made by Subrecipient in the performance of this
<br />subgrant agreement, which did not result from research and development
<br />specifically included in the Subgrant's scope of work, Subrecipient hereby
<br />grants to Pass -through Entity a license as described under paragraph 19(c)
<br />for devices or material incorporating, or made through the use of such inventions.
<br />If such inventions result from research and development work specifically included
<br />within the subgrant agreement's scope of work, then Subrecipient agrees to assign to
<br />Pass -through Entity, without addition compensation, all its right, title and
<br />interest in and to such inventions and to assist Pass -through Entity in securing
<br />United States and foreign patents with respect thereto.
<br />f). Third -Party Intellectual Property
<br />Except as provided herein, Subrecipient agrees that its performance of this subgrant
<br />agreement shall not be dependent upon or include any Intellectual Property of
<br />Subrecipient or third party without first: (i) obtaining Pass -through Entity's prior
<br />written approval; and (ii) granting to or obtaining for Pass -through Entity's,
<br />without additional compensation, a license, as described in paragraph 19(c),
<br />for any of Subrecipient's or third-party's Intellectual Property in existence
<br />prior to the effective date of this subgrant agreement. If such a license
<br />upon these terms is unattainable, and Pass -through Entity determines that
<br />the Intellectual Property should be included in or is required for Subrecipient
<br />performance of this subgrant agreement, Subrecipient shall obtain a license
<br />under terms acceptable to Pass -through Entity.
<br />g). Warranties
<br />(1). Subrecipient represents and warrants that:
<br />(a). It has secured and will secure all rights and licenses necessary
<br />for its performance of this subgrant agreement.
<br />(b). Neither Subrecipient's performance of this subgrant agreement, nor
<br />the exercise by either Party of the rights granted in this subgrant agreement,
<br />nor any use, reproduction, manufacture, sale, offer to sell, import, export,
<br />modification, public and private display/performance, distribution, and
<br />disposition of the Intellectual Property made, conceived, derived from,
<br />or reduced to practice by Subrecipient or Pass -through Entity and which
<br />result directly or indirectly from this subgrant agreement will infringe
<br />upon or violate any Intellectual Property right, non -disclosure
<br />obligation, or other proprietary right or interest of any third -party
<br />or entity now existing under the laws of, or hereafter existing or
<br />issued by, any state, the United States, or any foreign country.
<br />There are currently no actual or threatened claims by any such third
<br />party based on an alleged violation of any such right by Subrecipient.
<br />(c). Neither Subrecipients performance nor any part of its performance will
<br />violate the right of privacy of, or constitute a libel or slander against
<br />any person or entity.
<br />(d). It has secured and will secure all rights and licenses necessary for
<br />Intellectual Property including, but not limited to, consents, waivers
<br />or releases from all authors.
<br />(a), Of music or performances used, and talent (radio, television and motion
<br />picture talent), owners of any interest in and to real estate, sites
<br />locations, property or props that may be used or shown.
<br />f). It has not granted and shall not grant to any person or entity any
<br />right that would or might derogate, encumber, or interfere with any of
<br />the rights granted to Pass -through Entity in this subgrant agreement.
<br />(g). It has appropriate systems and controls in place to ensure that state
<br />Page 16 of 22
<br />
|