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EXHIBIT D <br />10. Litigation <br />City of Santa Ana <br />20-LEAP-15676 <br />Page 7 of 9 <br />A. If any provision of this Agreement, or an underlying obligation, is held invalid by a court <br />of competent jurisdiction, such invalidity, at the sole discretion of the Department, shall <br />not affect any other provisions of this Agreement and the remainder of this Agreement <br />shall remain in full force and effect. Therefore, the provisions of this Agreement are, and <br />shall be, deemed severable. <br />& The Grantee shall notify the Department Immediately of any claim or action undertaken <br />by or against it, which affects or may affect this Agreement or the Department, and shall <br />take such action with respect to the claim or action as is consistent with the terms of this <br />Agreement and the interests of the Department. <br />11. Changes in TermafAmendment� <br />This Agreement may only be amended or modified by mutual written agreement of both parties. <br />12. State -Owned DMN <br />A. Definitions <br />1) Work: <br />The work to be directly or indirectly produced by the Grantee, its employees, or by and <br />of the Grantee's contractor's, subcontractor's and/or sub -recipient's employees under <br />this 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 <br />commissioned or performed under this Agreement. Work Product includes all <br />deliverables, inventions, innovations, improvements, or other works of authorship <br />Grantee and/or Grantee's contractor subcontractor and/or sub -recipient may conceive of <br />or develop in the course of this Agreement, whether or not they are eligible for patent, <br />copyright, trademark, trade 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 />Local Early Action Planning (LEAP) <br />NOPA Date: January 27, 2020 <br />Approved Date: May 29, 2020 <br />Prep. , <br />10 — 17 6/15/2021 <br />