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DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
<br />Subrecipient shall not use any of County's Intellectual Property now existing
<br />or hereafter existing for any purposes without the prior written permission of
<br />County. Except as otherwise set forth herein, neither the Subrecipient nor
<br />County shall give any ownership interest in or rights to its Intellectual
<br />Property to the other Party. If, during the term of this Contract, Subrecipient
<br />accesses any third -party Intellectual Property that is licensed to County,
<br />Subrecipient agrees to abide by all license and confidentiality restrictions
<br />applicable to County in the third-party's license Contract.
<br />iv. Subrecipient agrees to cooperate with County in establishing or maintaining
<br />County's exclusive rights in the Intellectual Property, and in assuring
<br />County's sole rights against third parties with respect to the intellectual
<br />Property. If the Subrecipient enters into any agreements or subcontracts with
<br />other parties in order to perform this Contract, Subrecipient shall require the
<br />terms of the agreement(s) to include all Intellectual Property provisions of
<br />Paragraphs Twenty -Five (25)(A) through Twenty -Five (25)(1). Such terms
<br />must include, but are not limited to, the subcontractor assigning and agreeing
<br />to assign to County all rights, title and interest in Intellectual Property made,
<br />conceived, derived from, or reduced to practice by the subcontractor,
<br />Subrecipient or County and which result directly or indirectly from this
<br />Contract or any subcontract.
<br />V. Pursuant to Paragraph Twenty -Five (25)(B)(iv) of the Intellectual Property
<br />Provisions of this Contract, the requirement for the Subrecipient to include all
<br />Intellectual Property Provisions of Paragraphs Twenty -Five (25)(A) through
<br />Twenty -Five (25)(1) of the Intellectual Property Provisions in all contracts and
<br />subcontracts it enters into with other parties does not apply to contracts or
<br />subcontracts that are for customized and on-the-job training as authorized
<br />under 20 CFR WIOA NPRM 680.700-850.
<br />vi. Subrecipient further agrees to assist and cooperate with County in all
<br />reasonable respects, and execute all documents and, subject to reasonable
<br />availability, give testimony and take all further acts reasonably necessary to
<br />acquire, transfer, maintain, and enforce County's Intellectual Property rights
<br />and interests.
<br />C. Retained Rights/License Rights:
<br />i. Except for Intellectual Property made, conceived, derived from, or reduced to
<br />practice by Subrecipient or County and which result directly or indirectly from
<br />this Contract, Subrecipient shall retain title to all of its Intellectual Property to
<br />the extent such Intellectual Property is in existence prior to the effective date
<br />of this Contract. Subrecipient hereby grants to County, without additional
<br />compensation, a permanent, non-exclusive, royalty free, paid -up, worldwide,
<br />irrevocable, perpetual, non -terminable license to use, reproduce, manufacture,
<br />sell, offer to sell, import, export, modify, publicly and privately
<br />display/perform, distribute, and dispose of Subrecipient's Intellectual
<br />Property with the right to sublicense through multiple layers, for any purpose
<br />whatsoever, to the extent it is incorporated in the Intellectual Property
<br />resulting from this Contract, unless Subrecipient assigns all rights, title and
<br />interest in the Intellectual Property as set forth herein.
<br />ii. Nothing in this provision shall restrict, limit, or otherwise prevent
<br />Subrecipient from using any ideas, concepts, know-how, methodology or
<br />County of Orange Page 33 of 42 City of Santa Etna.
<br />Orange County Community Resources Contract No.: 19-28-0070-RWS
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