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County of Orange
<br />OC Community Resources
<br />MA-012-25010265
<br />Regional Workforce Training Services
<br />Page 36 of 54
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<br />v. Pursuant to (B)(iv) of the Intellectual Property Paragraph of this Contract, the requirement for
<br />the Subrecipient to include all Intellectual Property Paragraph provisions (A) through (I) of the
<br />Intellectual Property Paragraphs in all contracts and subcontracts it enters into with other parties
<br />does not apply to contracts or subcontracts that are for customized and on-the-job training as
<br />authorized under 20 CFR 680.700-840.
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<br />vi. Subrecipient further agrees to assist and cooperate with County in all reasonable respects, and
<br />execute all documents and, subject to reasonable availability, give testimony and take all further
<br />acts reasonably necessary to acquire, transfer, maintain, and enforce County’s Intellectual Property
<br />rights and interests.
<br />C. Retained Rights/License Rights:
<br />i. Except for Intellectual Property made, conceived, derived from, or reduced to practice by
<br />Subrecipient or County and which result directly or indirectly from this Contract, Subrecipient
<br />shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in
<br />existence prior to the effective date of this Contract. Subrecipient hereby grants to County, without
<br />additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide,
<br />irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell,
<br />import, export, modify, publicly and privately display/perform, distribute, and dispose of
<br />Subrecipient’s Intellectual Property with the right to sublicense through multiple layers, for any
<br />purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this
<br />Contract, unless Subrecipient assigns all rights, title and interest in the Intellectual Property as set
<br />forth herein.
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<br />ii. Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient from using any
<br />ideas, concepts, know-how, methodology or techniques related to its performance under this
<br />Contract, provided that Subrecipient’s use does not infringe the patent, copyright, trademark rights,
<br />license or other Intellectual Property rights of County or third party, or result in a breach or default
<br />of any provisions of the Intellectual Property Paragraphs (A) through (I) or result in a breach of
<br />any provisions of law relating to confidentiality.
<br />D. Copyright:
<br />i. Subrecipient agrees that for purposes of copyright law, all works (as defined in Ownership,
<br />Intellectual Property Paragraph (B)(ii) of authorship made by or on behalf of Subrecipient in
<br />connection with Subrecipient’s performance of this Contract shall be deemed "works made for
<br />hire." Subrecipient further agrees that the work of each person utilized by Subrecipient in
<br />connection with the performance of this Contract will be a "work made for hire," whether that
<br />person is an employee of Subrecipient or that person has entered into a contract with Subrecipient
<br />to perform the work. Subrecipient shall enter into a written Contract with any such person that (i)
<br />all work performed for Subrecipient shall be deemed a "work made for hire” under the Copyright
<br />Act and (ii) that person shall assign all right, title, and interest to County to any work product
<br />made, conceived, derived from or reduced to practice by Subrecipient or County and which result
<br />directly or indirectly from this Contract.
<br />EXHIBIT 1
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