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right to participate in and/or control, at Subrecipient's expense, any such <br />infringement action brought against County. <br />11. Should any Intellectual Property licensed by the Subrecipient to County under this <br />Contract become the subject of an Intellectual Property infringement claim <br />Subrecipient will exercise its authority reasonably and in good faith to preserve <br />County's right to use the licensed Intellectual Property in accordance with this <br />Contract at no expense to County. County shall have the right to monitor and <br />appear through its own counsel ( at Subrecipient' s expense) in any such claim or <br />action. In the defense or settlement of the claim, Subrecipient may obtain the right <br />for County to continue using the licensed intellectual Property or, replace or <br />modify the licensed hltellectual Property, so that the replaced or modified <br />Intellectual Property becomes non-infringing provided that such replacement or <br />modification is functionally equivalent to the original licensed Intellectual <br />Property. If such remedies are not reasonably available, County may be entitled to <br />a refund of all monies paid under this Contract, without restriction or limitation of <br />any other rights and remedies available at law or in equity. <br />iii.Subrecipient agrees that damages alone would be inadequate to compensate <br />County for breach of any term of these Intellectual Property provisions of <br />Paragraphs Fifty-Four (54)(A) through Fifty-Four (54)(1) by Subrecipient. <br />Subrecipient acknowledges County would suffer irreparable harm in the event of <br />such breach and agrees County shall be entitled to obtain equitable relief, including <br />without limitation an injunction, from a court of competent jurisdiction, without <br />restriction or limitation of any other rights and remedies available at law or in <br />equity. <br />I.Survival: <br />The provisions set forth herein shall survive any termination or expiration of this Contract <br />or any Contract schedule. <br />55.Complaint Resolution Process and Grievance Procedures for Participants: Subrecipient shall <br />comply with grievance procedures, as defined by the program's funding stream. Subrecipient <br />shall advise participants of their right to file complaints and of the procedures for resolution of <br />complaints. Subrecipient shall follow program's procedures for handling complaints which is <br />available from the County's Project Manager for alleging a violation of regulations, grants or <br />other agreements. Any decision of the County, the State or the Federal government relating to <br />the complaint shall be binding on Subrecipient. <br />Subrecipient shall post the entire Notice of the Grievance Procedure Process in a location that is <br />commonly visible for program participants on its website and at its service location(s). <br />56.Sectarian Activities: Subrecipient certifies that this Contract does not aid· or advance any <br />religious sect, church or creed for a purpose that is sectarian in nature, nor does it help to support <br />or sustain any school, college, university, hospital or other institution controlled by any religious <br />creed, church, or sectarian denomination. <br />57.Standards of Conduct: <br />County of Orange <br />OC Community Resources <br />Page 37 of 43 City of Santa Ana <br />Contract No.:MA-012-20011850 <br />EXHIBIT 2