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DocuSign Envelope to: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
<br />B. Ownership:
<br />i Except where County has agreed in a signed writing to accept a license, County
<br />shall be and remain, without additional compensation, the sole owner of any and
<br />all rights, title and interest in all intellectual property, from the moment of creation,
<br />whether or not jointly conceived, that are made, conceived, derived from, or
<br />reduced to practice by Contractor or County and which result directly or indirectly
<br />from this Contract.
<br />ii. For the purposes of this Contract, Intellectual Property means recognized
<br />protectable rights and interest such as: patents, (whether or not issued) copyrights,
<br />trademarks, service marks, applications for any of the foregoing, inventions, trade
<br />secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right
<br />of publicity, author's rights, contract and licensing rights, works, mask works,
<br />industrial design rights, rights ofpriority, lmow how, design flows, methodologies,
<br />devices, business processes, developments, innovations, good will, any data or
<br />information maintained, collected or stored in the ordinary course of business by
<br />County, and all other legal rights protecting intangible proprietary information as
<br />may exist now and/or hereafter come into existence, and all renewals and
<br />extensions, regardless of whether those rights arise under the laws of the United
<br />States, or any other State, country or jurisdiction.
<br />a For the purposes of the definition of Intellectual Property, "works" means
<br />all literary works, writings and printed matter including the medium by
<br />which they are recorded or reproduced, photographs, art work, pictorial and
<br />graphic representations and works of a similar nature, film, motion pictures,
<br />digital images, animation cells, and other audiovisual works including
<br />positives and negatives thereof, sound recordings, tapes, educational
<br />materials, interactive videos, computer software and any other materials or
<br />products created, produced, conceptualized and fixed in a tangible medium
<br />of expression. It includes preliminary and final products and any materials
<br />and information developed for the purposes of producing those final
<br />products. "Works" does not include articles submitted to peer review or
<br />reference journals or independent research projects.
<br />iri. In the performance of this Contract, Contractor may exercise and utilize certain of
<br />its Intellectual Property in existence prior to the effective date of this Contract. In
<br />addition, under this Contract, Contractor may access and utilize certain of County's
<br />Intellectual Property in existence prior to the effective date of this Contract. Except
<br />as otherwise set forth herein, Contractor shall not use any of County's Intellectual
<br />Property now existing or hereafter existing for any purposes without the prior
<br />written permission of County. Except as otherwise set forth herein, neither the
<br />Contractor nor County shall give any ownership interest in or rights to its
<br />Intellectual Property to the other Party. If, during the term of this Contract,
<br />Contractor' accesses any third -party IntellectualProperty that is licensed to County,
<br />Contractor agrees to abide by all license and confidentiality restrictions applicable
<br />to County in the third-party's license Contract,
<br />iv. Contractor agrees to cooperate with County in establishing or maintaining
<br />County's exclusive rights in the Intellectual Property, and in assuring County's
<br />sole rights against third parties with respect to the intellectual Property. If the
<br />Contractor enters into any Contracts or subcontracts with other parties in order to
<br />perform this Contract, Contractor shall require the terms of the Contract(s) to
<br />include all Intellectual Property provisions of Paragraphs Fifty -Four (54)(A)
<br />County of Orange Page 32 of 42 City of Santa Ana
<br />OC Community Resources Contract No.:MA-012-22010003
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