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DocuSign Envelope ID: CC1719F9-6F29-4BEA-8499-419DBFB55DC0
<br />to County to any work product made, conceived, derived from or reduced to
<br />practice by Contractor or County and which result directly or indirectly from this
<br />Contract.
<br />it, 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 Contractor 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 Contractor in the performance of this Contract, which
<br />did not result from research and development specifically included in the Contract's Scope
<br />of Services, Contractor hereby grants to County a license as described under Paragraph
<br />Fifty -Four (54)(C) for devices or material incorporating, or made through the use of such
<br />inventions. If such inventions result from research and development work specifically
<br />included within the Contract's Scope of Services, then Contractor agrees to assign to
<br />County, without additional compensation, all its right, title and interest in and to such
<br />inventions and to assist County in securing United States and foreign patents with respect
<br />thereto.
<br />F. Third Party Intellectual Property:
<br />Except as provided herein, Contractor agrees that its performance of this Contract shall
<br />not be dependent upon or include any Intellectual Property of Contractor or third party
<br />without first: (i) obtaining County's prior written approval; and (ii) granting to or obtaining
<br />for County's, without additional compensation, a license, as described in Paragraph Fifty -
<br />Four (54)(C), for any of Contractor's or third-party's Intellectual Property in existence
<br />prior to the effective date of this Contract, If such a license upon these terms is
<br />unattainable, and County determines that the Intellectual Property should be included in
<br />or is required for Contractor's performance of this Contract, Contractor shall obtain a
<br />license under terms acceptable to County.
<br />G. Warranties:
<br />i. Contractor represents and warrants that:
<br />a Contractor has secured and will secure all rights and licenses necessary for
<br />its performance of this Contract.
<br />h Neither Contractor's performance of this Contract, nor the exercise by
<br />either Party of the 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 Contractor or County and which result directly or indirectly frornthis
<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 Contractor.
<br />County of Orange Page 34 of42 City of Santa Ana
<br />OC Community Rescumes Contraot No.:MA-012-22010003
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