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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 Subrecipient or County and which result directly or
<br />indirect! y 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 of priority, know 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" meansall 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.111. In the perfonnance of this Contract, Subrecipient may exercise and utilize certain
<br />of its Intellectual Property in existence prior to the effective date of this Contract.
<br />In addition, under this Contract, Subrecipient may access and utilize certain of
<br />County's Intellectual Property in existence prior to the effective date of this
<br />Contract. Except as otherwise set forth herein, Subrecipient shall not use any of
<br />County's Intellectual Property now existing or hereafter existing for any purposes
<br />without the prior written permission of County. Except as otherwise set forth
<br />herein, neitl1er the Subrecipient nor County shall give any ownership interest in or
<br />rights to its Intellectual Property to the other Party. If, during the term of this
<br />Contract, Subrecipient accesses any third-party Intellectual Property that is
<br />licensed to County, Subrecipient agrees to abide by all license and confidentiality
<br />restrictions applicable to County in the third-party's license Contract.
<br />1v. Subrecipient 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 theSubrecipient enters into any Contracts or subcontracts with other parties in order
<br />to perform this Contract, Subrecipient shall require the terms of the Contract( s) to
<br />include all Intellectual Property provisions of Paragraphs Fifty-Four (54)(A)County of Orange OC Com1mmity Resources Page 33 of43 City of Santa Ana Contract No.:MA-012-20011850 EXHIBIT 2
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