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DocuSign Envelope ID: E3EC32AC-CBE2-4379-BB09-D502E3365EE4
<br />to County to any work product made, conceived, derived from or reduced.to
<br />practice by 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 or
<br />text, reproduced or distributed pursuant to this Contract that include Intellectual
<br />Property made, conceived, derived from, or reduced to practice by Subrecipient or
<br />County and which result directly or indirectly from this Contract may not be
<br />reproduced or disseminated without prior written 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 Contract's
<br />Scope of Services, Subrecipient hereby grants to County a license as described under
<br />Paragraph Fifty -Four (54)(C) for devices or material incorporating, or made through the
<br />use of such inventions. If such inventions result from research and development work
<br />specifically included within the Contract's Scope of Services, then Subrecipient agrees to
<br />assign to County, without additional compensation, all its right, title and interest in and to
<br />such inventions and to assist County in securing United States and foreign patents with
<br />respect thereto.
<br />F. Third Party Intellectual Property:
<br />Except as provided herein, Subreciplent 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 Fifty -Four (54)(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 />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 />C,. 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 rights granted in this Contract, nor any use, reproduction,
<br />manufacture, sale, offer to sell, import, export, modification, public and
<br />private display/performance, distribution, and disposition of the
<br />Intellectual Property made, conceived, derived from, or reduced to practice
<br />by Subrecipient or County and which result directly or indirectly from this
<br />Contract will infringe upon or violate any Intellectual Property right, non-
<br />disclosure obligation, or other proprietary right or interest of any third -
<br />party or entity now existing under the laws of, or hereafter existing or
<br />issued by, any State, the United States, or any foreign country. There are
<br />currently no actual or threatened claims by any such third party based on
<br />an alleged violation of any such right by Subrecipient.
<br />County of Orango Page 35 of43 City of Santa Ana
<br />OC Cotmnunity Resources - Contract No.:MA-012-20011850
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