SANTA ANA UNIFIED SCHOOL DISTRICT (23)

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PART 4. INTELLECTUAL PROPERTY RIGHTS Section 4.1 Third Party Ownership. This Part shall not be deemed or construed to apply to any third -party proprietary and/or copyrighted designs or information not created specifically for purposes of this Agreement and that the Partner intends to incorporate into the services performed pursuant to this Agreement (each a "Third Party Work"). The Partner shall provide written notice to the District if the Partner intends to use any Third -Party Work in connection with, or incorporate any Third - Party Work into, the Partner's services or the products thereof, if any permission, license or other specific authorization is required for such use and/or any licensing fee or other charge is payable in connection with such use or Incorporation. Unless the District has already obtained (or has agreed in writing to obtain) any and all necessary rights to use or incorporate any Third -Party Work without any ongoing or additional licensing fees or other charges, and without need for renewing any registration or similar obligation, the Partner shall be responsible at its sole cost for obtaining any and all rights for the use or incorporation of the Third -Party Work. Notwithstanding anything to the contrary, the District shall have no obligation to obtain rights to use or incorporate any Third -Party Work unless the District specifically requests that the Partner use or incorporate that specific Third -Party Work. Subject to the foregoing, the Partner represents and warrants that it has or will have the legal right to use and/or incorporate any and all Third -Party Work in connection with the services to be performed pursuant to this Agreement and/or the products thereof. The Partner shall indemnify, hold -harmless and defend the District, in accordance with this Agreement, with respect to claims arising out any failure or alleged failure of the Partner to comply with its obligations pursuant to this Section. PARTS. INDEMNIFICATION Section S.1 Indemnification by Partner. The Partner shall indemnify and hold harmless the District, the Board of Education of the District and each individual member thereof, and the District's other officers, employees and agents (collectively, but not including the District, the "District Representatives"), and each of them, with respect to any and all damages, losses, judgments, costs, and expenses (including, without limitation, attorney's fees and expenses), and other liabilities of whatever nature (each a "Liability" and, if referencing multiple, the "Liabilities") that arise from any negligent act or omission, or any willful misconduct, of the Partner or any of its directors, officers, employees, or agents (collectively, but not including the Partner, the "Partner Representatives") in connection with this Agreement or the Services. The Partner shall defend, as applicable, the District and the District Representatives with respect to any and each claim, demand, action, or other proceeding (each a "Proceeding") that by allegation or implication is within the scope of the Partner's indemnification obligations pursuant to this Section. Each such defense must be conducted by qualified and District Agreement Number: 22/23-171 Page 6 005382.0128R�quested Department: Carver Elementary School 073334.2