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County of Orange
<br />OC Community Resources
<br />MA-012-25010267
<br />Regional Workforce Consulting Services
<br />Page 38 of 54
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<br />are currently no actual or threatened claims by any such third party based on an alleged
<br />violation of any such right by Subrecipient.
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<br />c. Neither Subrecipient’s performance nor any part of its performance will violate the right
<br />of privacy of or constitute a libel or slander against any person or entity.
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<br />d. Subrecipient has secured and will secure all rights and licenses necessary for Intellectual
<br />Property including, but not limited to, consents, waivers or releases from all authors of
<br />music or performances used, and talent (radio, television and motion picture talent), owners
<br />of any interest in and to real estate, sites locations, property or props that may be used or
<br />shown.
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<br />e. Subrecipient has not granted and shall not grant to any person or entity any right that
<br />would or might derogate, encumber, or interfere with any of the rights granted to County in
<br />this Contract.
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<br />f. Subrecipient has appropriate systems and controls in place to ensure that State funds will
<br />not be used in the performance of this Contract for the acquisition, operation or maintenance
<br />of computer software in violation of copyright laws.
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<br />g. Subrecipient has no knowledge of any outstanding claims, licenses or other charges, liens
<br />or encumbrances of any kind or nature whatsoever that could affect in any way
<br />Subrecipient’s performance of this Contract.
<br />ii. COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY
<br />RESULTING FROM THIS CONTRACT DOES NOT INFRINGE UPON ANY PATENT,
<br />TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY
<br />ISSUED.
<br />H. Intellectual Property Indemnity:
<br />i. Subrecipient shall indemnify, defend and hold harmless County and its licensees and assignees,
<br />elected and appointed officials, officers, directors, employees, agents, representatives, successors,
<br />and users of its products, ("Indemnitees") from and against all claims, actions, damages, losses,
<br />liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising
<br />from any and all actions or claims by any third party or expenses related thereto (including, but not
<br />limited to, all legal 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, commenced or
<br />threatened) to which any of the Indemnitees may be subject, whether or not Subrecipient is a party
<br />to any pending or threatened litigation, which arise out of or are related to:
<br />a. The incorrectness or breach of any of the representations, warranties, covenants or
<br />agreements of Subrecipient pertaining to Intellectual Property; or,
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<br />b. Any Intellectual Property infringement, or any other type of actual or alleged
<br />EXHIBIT 2
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