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44. Intellectual Property:
<br />A. Federal Funding:
<br />In any Agreement funded in whole or in part by the Federal government, County may
<br />acquire and maintain the Intellectual Property rights, title, and ownership, which result
<br />directly or indirectly from the Contract, except as provided in 37 Code of Federal
<br />Regulations Part 401.14. Subrecipient agrees to grant the County, Federal and State
<br />governments a royalty -free, non-exclusive, irrevocable, paid -up license throughout the
<br />world 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 />i. Except where County has agreed in a signed writing to accept a license,
<br />County shall be and remain, without additional compensation, the sole owner
<br />of any and all rights, title and interest in all intellectual property, from the
<br />moment of creation, whether or not jointly conceived, that are made,
<br />conceived, derived from, or reduced to practice by Subrecipient or County and
<br />which result directly or indirectly from this Contract.
<br />ii. For the purposes of this Contract, Intellectual Property means recognized
<br />protectable rights and interest such as: patents, (whether or not issued)
<br />copyrights, trademarks, service marks, applications for any of the foregoing,
<br />inventions, trade secrets, trade dress, logos, insignia, color combinations,
<br />slogans, moral rights, right of publicity, author's rights, contract and licensing
<br />rights, works, mask works, industrial design rights, rights of priority, know
<br />how, design flows, methodologies, devices, business processes,
<br />developments, innovations, good will, any data or information maintained,
<br />collected or stored in the ordinary course of business by County, and all other
<br />legal rights protecting intangible proprietary information as may exist now
<br />and/or hereafter come into existence, and all renewals and extensions,
<br />regardless of whether those rights arise under the laws of the United States, or
<br />any other State, country or jurisdiction.
<br />a. For the purposes of the definition of Intellectual Property, "works" means
<br />all literary works, writings and printed matter including the medium by
<br />which they are recorded or reproduced, photographs, art work, pictorial
<br />and graphic representations and works of a similar nature, film, motion
<br />pictures, digital images, animation cells, and other audiovisual works
<br />including positives and negatives thereof, sound recordings, tapes,
<br />educational materials, interactive videos, computer software and any other
<br />materials or products created, produced, conceptualized and fixed in a
<br />tangible medium of expression. It includes preliminary and final products
<br />and any materials and information developed for the purposes of
<br />producing those final products. "Works" does not include articles
<br />submitted to peer review or reference journals or independent research
<br />projects.
<br />iii. In the performance of this Contract, Subrecipient may exercise and utilize
<br />certain of its Intellectual Property in existence prior to the effective date of
<br />this Contract. In addition, under this Contract, Subrecipient may access and
<br />utilize certain of County's Intellectual Property in existence prior to the
<br />effective date of this Contract. Except as otherwise set forth herein,
<br />County of Orange Page 32 of 42 City of Santa Ana.
<br />Orange County Community Resources 20
<br />A —4 A ContractNo.: 19-28-0070-RWS
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