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County of Orange
<br />OC Community Resources
<br />MA-012-25010267
<br />Regional Workforce Consulting Services
<br />Page 35 of 54
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<br />any manner for governmental purposes and to have and permit others to do so.
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<br />B. Ownership:
<br />i. Except where County has agreed in a signed writing to accept a license, County shall be and
<br />remain, without additional compensation, the sole owner of any and all rights, title and interest in
<br />all intellectual property, from the moment of creation, whether or not jointly conceived, that are
<br />made, conceived, derived from, or reduced to practice by Subrecipient or County and which result
<br />directly or indirectly from this Contract.
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<br />ii. For the purposes of this Contract, Intellectual Property means recognized protectable rights and
<br />interest such as: patents, (whether or not issued) copyrights, trademarks, service marks,
<br />applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color
<br />combinations, slogans, moral rights, right of publicity, author’s rights, contract and licensing
<br />rights, works, mask works, industrial design rights, rights of priority, know how, design flows,
<br />methodologies, devices, business processes, developments, innovations, good will, any data or
<br />information maintained, collected or stored in the ordinary course of business by County, and all
<br />other legal rights protecting intangible proprietary information as may exist now and/or hereafter
<br />come into existence, and all renewals and extensions, regardless of whether those rights arise under
<br />the laws of the United States, or any other State, country or jurisdiction.
<br />a. For the purposes of the definition of Intellectual Property, "works" means all literary
<br />works, writings and printed matter including the medium by which they are recorded or
<br />reproduced, photographs, art work, pictorial and graphic representations and works of a
<br />similar nature, film, motion pictures, digital images, animation cells, and other audiovisual
<br />works including positives and negatives thereof, sound recordings, tapes, educational
<br />materials, interactive videos, computer software and any other materials or products created,
<br />produced, conceptualized and fixed in a tangible medium of expression. It includes
<br />preliminary and final products and any materials and information developed for the
<br />purposes of producing those final products. "Works" does not include articles submitted to
<br />peer review or reference journals or independent research projects.
<br />iii. In the performance of this Contract, Subrecipient may exercise and utilize certain of its
<br />Intellectual Property in existence prior to the effective date of this Contract. In addition, under this
<br />Contract, Subrecipient may access and utilize certain of County’s Intellectual Property in existence
<br />prior to the effective date of this Contract. Except as otherwise set forth herein, Subrecipient shall
<br />not use any of 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 herein, neither the
<br />Subrecipient nor County shall give any ownership interest in or rights to its Intellectual Property to
<br />the other Party. If, during the term of this Contract, Subrecipient accesses any third-party
<br />Intellectual Property that is licensed to County, Subrecipient agrees to abide by all license and
<br />confidentiality restrictions applicable to County in the third-party’s license Contract.
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<br />iv. Subrecipient agrees to cooperate with County in establishing or maintaining County’s exclusive
<br />rights in the Intellectual Property, and in assuring County’s sole rights against third parties with
<br />respect to the intellectual Property. If the Subrecipient enters into any Contracts or subcontracts
<br />with other parties in order to perform this Contract, Subrecipient shall require the terms of the
<br />EXHIBIT 2
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