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techniques related to its performance under this Contract, provided that <br />Subrecipient's use does not infringe the patent, copyright, trademark rights, <br />license or other Intellectual Property rights of County or third party, or result <br />in a breach or default of any provisions of Paragraphs Twenty -Five (25)(A) <br />through Twenty -Five (25)(I) or result in a breach of any provisions of law <br />relating to confidentiality. <br />D. Copyright: <br />i. Subrecipient agrees that for purposes of copyright law, all works (as defined <br />in Ownership, Paragraph Twenty -Five (25)(B)(ii) of authorship made by or <br />on behalf of Subrecipient in connection with Subrecipient's performance of <br />this Contract shall be deemed "works made for hire." Subrecipient further <br />agrees that the work of each person utilized by Subrecipient in connection <br />with the performance of this Contract will be a "work made for hire," whether <br />that person is an employee of Subrecipient or that person has entered into a <br />contract with Subrecipient to perform the work. Subrecipient shall enter into <br />a written agreement with any such person that (i) all work performed for <br />Subrecipient shall be deemed a "work made for hire" under the Copyright Act <br />and (ii) that person shall assign all right, title, and interest to County to any <br />work product made, conceived, derived from or reduced to practice by <br />Subrecipient or County and which result directly or indirectly from this <br />Contract. <br />ii. All materials, including, but not limited to, computer software, visual works <br />or text, reproduced or distributed pursuant to this Contract that include <br />Intellectual Property made, conceived, derived from, or reduced to practice by <br />Subrecipient or County and which result directly or indirectly from this <br />Contract may not be reproduced or disseminated without prior written <br />permission from County. <br />E. Patent Rights: <br />With respect to inventions made by Subrecipient in the performance of this Contract, <br />which did not result from research and development specifically included in the <br />Contract's Scope of Services, Subrecipient hereby grants to County a license as described <br />under Paragraph Twenty -Five (25)(C) for devices or material incorporating or made <br />through the use of such inventions. If such inventions result from research and <br />development work specifically included within the Contract's Scope of Services, then <br />Subrecipient agrees to assign to County, without additional compensation, all its right, <br />title and interest in and to such inventions and to assist County in securing United States <br />and foreign patents with respect thereto. <br />F. Third Party Intellectual Property: <br />Except as provided herein, Subrecipient agrees that its performance of this Contract shall <br />not be dependent upon or include any Intellectual Property of Subrecipient or third party <br />without first: (i) obtaining County's prior written approval; and (ii) granting to or <br />obtaining for County's, without additional compensation, a license, as described in <br />Paragraph Twenty -Five (25)(C), for any of Subrecipient's or third-party's Intellectual <br />Property in existence prior to the effective date of this Contract. If such a license upon <br />these terms is unattainable, and County determines that the Intellectual Property should <br />County of Orange Page 34 of 42 City of Santa Ana. <br />Orange County Community Resources 20 <br />A —4 C ContractNo.: 19-28-0070-RWS <br />