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DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
<br />through Fifty- Four (54)(I). Such terms must include, but are not limited to, the
<br />subcontractor assigning and agreeing to assign to County all rights, title and
<br />interest in Intellectual Property made, conceived, derived from, or reduced to
<br />practice by the subcontractor, Contractor or County and which result directly or
<br />indirectly from this Contract or any subcontract,
<br />V. Pursuant to Paragraph Fifty -Four (54)(B)(iv) of the Intellectual Property
<br />Provisions of this Contract, the requirement for the Contractor to include all
<br />Intellectual Property Provisions of Paragraphs Fifty -Four (54)(A) through Fifty -
<br />Four (54)(I) of the Intellectual Property Provisions in all contracts and subcontracts
<br />it enters into with other parties does not apply to contracts or subcontracts that are
<br />for customized and on -the- ob training as authorized under 20 CFR WIOA NPRM
<br />680.700-850.
<br />vl. Contractor further agrees to assist and cooperate with County in all reasonable
<br />respects, and execute all documents and, subject to reasonable availability, give
<br />testimony and take all further acts reasonably necessary to acquire, transfer,
<br />maintain, and enforce County's Intellectual Property rights and interests.
<br />C. Retained Rights/License Rights:
<br />i. Except for Intellectual Property made, conceived, derived from, or reduced to
<br />practice by Contractor or County and which result directly or indirectly from this
<br />Contract, Contractor shall retain title to all of its Intellectual Property to the extent
<br />such Intellectual Property is in existence prior to the effective date of this Contract.
<br />Contractor hereby grants to County, without additional compensation, a
<br />permanent, non-exclusive, royalty free, paid -up, worldwide, irrevocable,
<br />perpetual, non -terminable license to use, reproduce, manufacture, sell, offer to sell,
<br />import, export, modify, publicly and privately display/perform, distribute, and
<br />dispose of Contractor's Intellectual Property with the right to sublicense through
<br />multiple layers, for any purpose whatsoever, to the extent it is incorporated in the
<br />Intellectual Property resulting from this Contract, unless Contractor assigns all
<br />rights, title and interest in the Intellectual Property as set forth herein.
<br />n. Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from
<br />using any ideas, concepts, know-how, methodology or techniques related to its
<br />performance under this Contract, provided that Contractor's use does not infringe
<br />the patent, copyright, trademark rights, license or other Intellectual Property rights
<br />of County or third party, or result in a breach or default of any provisions of
<br />Paragraphs Fifty -Four (54)(A) through Fifty -Four (54)(I) or result in a breach of
<br />any provisions of law relating to confidentiality.
<br />D. Copyright:
<br />i. Contractor agrees that for purposes of copyright law, all works (as defined in
<br />Ownership, Paragraph Fifty -Four (54)(B)(ii) of authorship made by or on behalf
<br />of Contractor in connection with Contractor's performance of this Contract shall
<br />be deemed "works made for hire," Contractor further agrees that the work of each
<br />person utilized by Contractor in connection with the performance of this Contract
<br />will be a "work made for hire," whether that person is an employee of Contractor
<br />or that person has entered into a contract with Contractor to perform the work.
<br />Contractor shall enter into a written Contract with any such person that
<br />(i) all work performed for Contractor shall be deemed a "work made for hire" under
<br />the Copyright Act and (ii) that person shall assign all right, title, and interest
<br />County of Orange Pago 33 of 42 City of Santa Ana
<br />OC Community Resources Contract No.:MA-012-22010003
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