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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 <br /> <br /> <br /> <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. <br /> <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. <br /> <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