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EXHIBIT D
<br />1) Work:
<br />City of Santa Ana
<br />19-PGP-13895
<br />Page 7 of 8
<br />The work to be directly or indirectly produced by the Grantee, its employees, or by and of
<br />the Grantee's contractor's, subcontractor's and/or sub -recipient's employees under this
<br />Agreement.
<br />2) Work Product:
<br />All deliverables created or produced from Work under this Agreement including, but not
<br />limited to, all Work and Deliverable conceived or made, or made hereafter conceived or
<br />made, either solely or jointly with others during the term of this Agreement and during a
<br />period of six months after the termination thereof, which relates to the Work commissioned
<br />or performed under this Agreement. Work Product includes all deliverables, inventions,
<br />innovations, improvements, or other works of authorship Grantee and/or Grantee's
<br />contractor subcontractor and/or sub -recipient may conceive of or develop in the course of
<br />this Agreement, whether or not they are eligible for patent, copyright, trademark, trade
<br />secret or other legal protection.
<br />3) Inventions:
<br />Any ideas, methodologies, designs, concept, technique, invention, discovery,
<br />improvement or development regardless of patentability made solely by the Grantee or
<br />jointly with the Grantee's contractor, subcontractor and/or sub -recipient and/or Grantee's
<br />contractor, subcontractor, and/or sub -recipient's employees with one or more employees
<br />of the Department during the term of this Agreement and in performance of any Work
<br />under this Agreement, provided that either the conception or reduction to practice thereof
<br />occurs during the term of this Agreement and in performance of Work issued under this
<br />Agreement.
<br />B. Ownership of Work Product and Rights
<br />1) All work Product derived by the Work performed by the Grantee, its employees or
<br />by and of the Grantee's contractor's, subcontractor's and/or sub -recipient's
<br />employees under this Agreement, shall be owned by the Department and shall be
<br />considered to be works made for hire by the Grantee and the Grantee's contractor,
<br />subcontractor and/or subrecipient for the Department. The Department shall own
<br />all copyrights in the work product.
<br />2) Grantee, its employees and all of Grantee's contractor's, subcontractor's and sub -
<br />recipient's employees agree to perpetually assign, and upon creation of each Work
<br />Product automatically assigns, to the Department, ownership of all United States
<br />and international copyrights in each and every Work Product, insofar as any such
<br />Work Product, by operation of law, may not be considered work made for hire by
<br />the Grantee's contractor, subcontractor and/or subrecipient from the Department.
<br />From time to time upon the Department's request, the Grantee's contractor,
<br />subcontractor and/or subrecipients, and/or its employees, shall confirm such
<br />Planning Grants Program (PGP)
<br />NOFA Date: March 28, 2019
<br />Approved Date: October 17, 2019
<br />Prep. Date: March 12, 2020
<br />20E-21
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