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through Fifty-Four (54)(1). 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, Subrecipient 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 Subrecipient to include all
<br />Intellectual Property Provisions of Paragraphs Fifty-Four (54)(A) through Fifty
<br />Four (54)(1) 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-job training as authorized under 20 CFR WIOA NPRM
<br />680. 700-850.
<br />vi.Subrecipient further agrees to assist and cooperate with County in all reasonable
<br />respects, and execute all docun1ents 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 />1. Except for Intellectual Property made, conceived, derived from, or reduced to
<br />practice by Subrecipient or County and which result directly or indirectly from this
<br />Contract, Subrecipient shall retain title to all of its Intellectual Property to the
<br />extent such Intellectual Property is in existence prior to the effective date of this
<br />Contract. Subrecipient hereby grants to County, without additional compensation,
<br />a 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 Subrecipient' 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 Subrecipient assigns all
<br />rights, title and interest in the Intellectual Property as set forth herein.
<br />11. Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient
<br />from using any ideas, concepts, know-how, methodology or techniques related to
<br />its performance under this Contract, provided that Subrecipient's use does not
<br />infringe the patent, copyright, trademark rights, license or other Intellectual
<br />Property rights of County or third party, or result in a breach or default of any
<br />provisions of Paragraphs Fifty-Four (54)(A) through Fifty-Four (54)(I) or result in
<br />a breach of any provisions of law relating to confidentiality.
<br />D.Copyright:County of Orange 1. Subrecipient 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 Subrecipient in connection with Subrecipient's performance of this Contract
<br />shall be deemed "works made for hire." Subrecipient further agrees that the work
<br />of each person utilized by Subrecipient in connection with the performance of this
<br />Contract will be a "work made for hire," whether that person is an employee of
<br />Subrecipient or that person has entered into a contract with Subrecipient to perform
<br />the work. Subrecipient shall enter into a written Contract with any such person that
<br />(i)all work performed for Subrecipient shall be deemed a "work made for hire"
<br />under the Copyright Act and (ii) that person shall assign all right, title, and interest
<br />Page 34 of 43 OC Community Resources City of Santa Ana Contract No.:MA-012-20011850
<br />EXHIBIT 2
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