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to County to any work product made, conceived, derived from or reduced to <br />practice by Subrecipient or County and which result directly or indirectly from this <br />Contract. <br />11. 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 Subrecipient 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 Subrecipient in the performance of this Contract, <br />which did not result from research and development specifically included in the Contract's <br />Scope of Services, Subrecipient hereby grants to County a license as described under <br />Paragraph Fifty-Four (54)(C) for devices or material incorporating, or made through the <br />use of such inventions. If such inventions result from research and development work <br />specifically included within the Contract's Scope of Services, then Subrecipient agrees to <br />assign to County, without additional compensation, all its right, title and interest in and to <br />such inventions and to assist County in securing United States and foreign patents with <br />respect thereto. <br />F.Third Party Intellectual Property: <br />Except as provided herein, Subrecipient agrees that its performance of this Contract shall <br />not be d ep endent upon or include any Intellectual Property of Subrecipient or third party <br />without first: (i) obtaining County's prior written approval; and (ii) granting to or <br />obtaining for County's, without additional compensation, a license, as described in <br />Paragraph Fifty-Four (54)(C), for any of Subrecipient's or third-party's Intellectual <br />Property in existence prior to the effective date of this Contract. If such a license upon <br />these terms is unattainable, and County determines that the Intellectual Property should <br />be included in or is required for Subrecipient' s performance of this Contract, Subrecipient <br />shall obtain a license under terms acceptable to County. <br />G.Warranties: <br />County of Orange <br />1. Subrecipient represents and warrants that: <br />a.Subrecipient has secured and will secure all rights and licenses necessary <br />for its performance of this Contract. <br />b.Neither Subrecipient'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/perfonnance, distribution, and disposition of the <br />Intellectual Property made, conceived, derived from, or reduced to practice <br />by Subrecipient or County and which result directly or indirectly from this <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 Subrecipient. <br />Page 35 of 43 <br />OC Community Resources <br />City of Santa Ana <br />Contract No.:MA-012-20011850 <br />EXHIBIT 2