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c.Neither Subrecipient's performance nor any part of its performance will
<br />violate the right of privacy of or constitute a libel or slander against any
<br />person or entity.
<br />d.Subrecipient has secured and will secure all rights and licenses necessary
<br />for Intellectual Property including, but not limited to, consents, waivers or
<br />releases from all authors of music or performances used, and talent (radio,
<br />television and motion picture talent), owners of any interest in and to real
<br />estate, sites locations, property or props that may be used or shown.
<br />e.Subrecipient has not granted and shall not grant to any person or entity any
<br />right that would or might derogate, encumber, or interfere with any of the
<br />rights granted to County in this Contract.
<br />f.Subrecipient has appropriate systems and controls in place to ensure that
<br />State funds will not be used in the performance of this Contract for the
<br />acquisition, operation or maintenance of computer software in violation of
<br />copyright laws.
<br />g .Subrecipient has no knowledge of any outstanding claims, licenses or other
<br />charges, liens or encumbrances of any kind or nature whatsoever that could
<br />affect in any way Subrecipient's performance of this Contract.
<br />ii.COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL
<br />PROPERTY RESULTING FROM THIS CONTRACT DOES NOT INFRINGE
<br />UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW
<br />EXISTING OR SUBSEQUENTLY ISSUED.
<br />H.Intellectual Property Indemnity:County of Orange 1.Subrecipient shall indemnify, defend and hold harmless County and its licensees
<br />and assignees, and its officers, directors, employees, agents, representatives,
<br />successors, and users of its products, ("Indemnitees") from and against all claims,
<br />actions, damages, losses, liabilities ( or actions or proceedings with respect to any
<br />thereof), whether or not rightful, arising from any and all actions or claims by any
<br />third party or expenses related thereto (including, but not limited to, all legal
<br />expenses, court costs, and attorney's fees incurred in investigating, preparing,
<br />serving as a witness in, or defending against, any such claim action, or proceeding,
<br />commenced or threatened) to which any of the Indemnitees may be subject,
<br />whether or not Subrecipient is a party to any pending or threatened litigation,
<br />which arise out of or are related to:
<br />a.The incorrectness or breach of any of the representations, warranties,
<br />covenants or agreements of Subrecipient pertaining to Intellectual
<br />Property; or,
<br />b.Any Intellectual Property infringement, or any other type of actual or
<br />alleged infringement claim, arising out of County's use, reproduction,
<br />manufacture, sale, offer to sell, distribution, import, export, modification,
<br />public and private performance/display, license, 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. This indemnity obligation shall apply irrespective of whether the
<br />infringement claim is based on a patent, trademark or copyright registration
<br />that was issued after the effective date of this Contract. County reserves thePage 36 of 43 OC Community Resources City of Santa Ana Contract No.:MA-012-20011850 EXHIBIT 2
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