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Entity may acquire and maintain the Intellectual Property rights, title, and ownership,
<br />which result directly or indirectly from the subgrant, except as provided in 37 CFR
<br />Part 401.14. However, pursuant to 29 CFR Section 97.34 the federal government shall
<br />have a royalty -free, non-exclusive, irrevocable, paid -up license throughout the world
<br />to use, duplicate, or dispose of such Intellectual Property throughout the world in
<br />any manner for governmental purposes and to have and permit others to do so.
<br />b). Ownership
<br />(1). Except where Pass -through Entity has agreed in a signed writing to accept a license,
<br />Pass -through Entity shall be and remain, without additional compensation, the sole
<br />owner of any and all rights, title and interest in all intellectual property, from
<br />the moment of creation, whether or not jointly conceived, that are made, conceived,
<br />derived from, or reduced to practice by Subrecipient or Pass -through Entity and which
<br />result directly or indirectly from this subgrant agreement.
<br />(2). For the purposes of this subgrant agreement Intellectual Property means recognized
<br />protectable rights and interest such as: patents (whether or not issued), copyrights,
<br />trademarks, service marks, applications for any of the foregoing, inventions,
<br />trade secrets, trade dress, logos, insignia, color combinations, slogans,
<br />moral rights, right of publicity, author's rights, contract and licensing rights,
<br />works, mask works, industrial design rights, rights of priority, know how,
<br />design flows, methodologies, devices, business processes, developments, innovations,
<br />good will, any data or information maintained, collected or stored in the ordinary
<br />course of business by Pass -through Entity, and all other legal rights protecting
<br />intangible proprietary information as may exist now and/or hereafter come into
<br />existence, and all renewals and extensions, regardless of whether those rights
<br />arise under the laws of the United States, or any other state, country or jurisdiction.
<br />(a). For the purposes of the definition of Intellectual Property, "works' means all
<br />literary works, writings, and printed matter including the medium by which they
<br />are recorded or reproduced, photographs, art work, pictorial and graphic
<br />representations and works of a similar nature, film, motion pictures, digital
<br />images, animation cells, and other audiovisual works including positives and
<br />negatives thereof, sound recordings, tapes, educational materials, interactive
<br />videos, computer software and any other materials or products created, produced,
<br />conceptualized and fixed in a tangible medium of expression. It includes
<br />preliminary and final products and any materials and information developed
<br />for the purposes of producing those final products. "Works" does not include
<br />articles submitted to peer review or reference journals or independent
<br />research projects.
<br />(3). In the performance of this subgrant agreement, Subrecipient may exercise and utilize
<br />certain of its Intellectual Property in existence prior to the effective date of this
<br />subgrant agreement. In addition, under this subgrant agreement, Subrecipient may
<br />access and utilize certain of Pass -through Entity's intellectual property in existence
<br />prior to the effective date of this subgrant agreement. Except as otherwise set
<br />forth herein, Subrecipient shall not use any of Pass -through Entity's Intellectual
<br />Property now existing or hereafter existing for any purposes without the prior
<br />written permission of Pass -through Entity. Except as otherwise set forth herein,
<br />neither the Subrecipient nor Pass -through Entity shall give any ownership interest
<br />in or rights to its Intellectual Property to the other Party. If, during the term
<br />of this subgrant agreement, Subrecipient accesses any third -party Intellectual
<br />Property that is licensed to Pass -through Entity, Subrecipient agrees to
<br />abide by all license and confidentiality restrictions applicable to
<br />Pass -through Entity in the third-party's license agreement.
<br />(4), Subrecipient agrees to cooperate with Pass -through Entity in establishing or
<br />maintaining Pass -through Entity's exclusive rights in the Intellectual Property,
<br />and in assuring Pass -through Entity's sole rights against third parties with respect
<br />to the Intellectual Property. If the Subrecipient enters into any agreements or
<br />subcontracts with other parties in order to perform this subgrant agreement,
<br />Subrecipient shall require the terms of the agreement(s) to include all Intellectual
<br />Property provisions of paragraph 19(a) through 19(i). Such terms must include, but
<br />are not limited to, the subcontractor assigning and agreeing to assign to
<br />Pass -through Entity all rights, title and interest in Intellectual Property made,
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