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DocuSign Envelope ID: 26A1 FOD6-5970-4421 -B5CB-2891848ECB74
<br />be included in or is required for Subrecipient's performance of this Contract, Subrecipient
<br />shall obtain a license under terms acceptable to County.
<br />G. Warranties:
<br />i. Subrecipient represents and warrants that:
<br />a. Subrecipient has secured and will secure all rights and licenses necessary
<br />for its performance of this Contract.
<br />b. Neither Subrecipient's performance of this Contract, nor the exercise by
<br />either Party of the rights granted in this Contract, nor any use,
<br />reproduction, manufacture, sale, offer to sell, import, export, modification,
<br />public and private display/performance, distribution, and disposition of
<br />the Intellectual Property made, conceived, derived from, or reduced to
<br />practice by Subrecipient or County and which result directly or indirectly
<br />from this Contract will infringe upon or violate any Intellectual Property
<br />right, non -disclosure obligation, or other proprietary right or interest of
<br />any third -party or entity now existing under the laws of, or hereafter
<br />existing or issued by, any State, the United States, or any foreign country.
<br />There are currently no actual or threatened claims by any such third party
<br />based on an alleged violation of any such right by Subrecipient.
<br />c. Neither Subrecipient's performance nor any part of its performance will
<br />violate the right of privacy of, or constitute a libel or slander against any
<br />person or entity.
<br />d. Subrecipient has secured and will secure all rights and licenses necessary
<br />for Intellectual Property including, but not limited to, consents, waivers or
<br />releases from all authors of music or performances used, and talent (radio,
<br />television and motion picture talent), owners of any interest in and to real
<br />estate, sites locations, property or props that may be used or shown.
<br />e. Subrecipient has not granted and shall not grant to any person or entity
<br />any right that would or might derogate, encumber, or interfere with any of
<br />the rights granted to County in this Contract.
<br />f Subrecipient has appropriate systems and controls in place to ensure that
<br />State funds will not be used in the performance of this Contract for the
<br />acquisition, operation or maintenance of computer software in violation of
<br />copyright laws.
<br />g. Subrecipient has no knowledge of any outstanding claims, licenses or
<br />other charges, liens or encumbrances of any kind or nature whatsoever that
<br />could affect in any way Subrecipient's performance of this Contract.
<br />ii. COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL
<br />PROPERTY RESULTING FROM THIS CONTRACT DOES NOT
<br />INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE
<br />LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.
<br />H. Intellectual Property Indemnity:
<br />i. Subrecipient shall indemnify, defend and hold harmless County and its
<br />licensees and assignees, and its officers, Director, employees, agents,
<br />representatives, successors, and users of its products, ("Indemnitees") from
<br />and against all claims, actions, damages, losses, liabilities (or actions or
<br />proceedings with respect to any thereof), whether or not rightful, arising from
<br />County of Orange .Page .35 of 42 City of Santa Ana.
<br />Orange County Community Resources Contract No.: 19-28-0070-RWS
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