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County of Orange <br />OC Community Resources <br />MA-012-25010265 <br />Regional Workforce Training Services <br />Page 37 of 54 <br /> <br /> <br /> <br />ii. All materials, including, but not limited to, computer software, visual works or text, reproduced <br />or distributed pursuant to this Contract that include Intellectual Property made, conceived, derived <br />from, or reduced to practice by Subrecipient or County and which result directly or indirectly from <br />this Contract may not be reproduced or disseminated without prior written permission from <br />County. <br />E. Patent Rights: <br />With respect to inventions made by Subrecipient in the performance of this Contract, which did not result <br />from research and development specifically included in the Contract’s Scope of Services, Subrecipient <br />hereby grants to County a license as described under Intellectual Property Paragraph (C) for devices or <br />material incorporating, or made through the use of such inventions. If such inventions result from <br />research and development work specifically included within the Contract’s Scope of Services, then <br />Subrecipient agrees to assign to County, without additional compensation, all its right, title and interest in <br />and to such inventions and to assist County in securing United States and foreign patents with respect <br />thereto. <br /> <br />F. Third Party Intellectual Property: <br />Except as provided herein, Subrecipient agrees that its performance of this Contract shall not be <br />dependent upon or include any Intellectual Property of Subrecipient or third party without first: (i) <br />obtaining County’s prior written approval; and (ii) granting to or obtaining for County’s, without <br />additional compensation, a license, as described in Intellectual Property Paragraph (C) for any of <br />Subrecipient’s or third-party’s Intellectual Property in existence prior to the effective date of this <br />Contract. If such a license upon these terms is unattainable, and County determines that the Intellectual <br />Property should be included in or is required for Subrecipient’s performance of this Contract, <br />Subrecipient shall obtain a license under terms acceptable to County. <br /> <br />G. Warranties: <br />i. Subrecipient represents and warrants that: <br />a. Subrecipient has secured and will secure all rights and licenses necessary for its <br />performance of this Contract. <br /> <br />b. Neither Subrecipient’s performance of this Contract, nor the exercise by either Party of <br />the rights granted in this Contract, nor any use, reproduction, manufacture, sale, offer to sell, <br />import, export, modification, public and private display/performance, distribution, and <br />disposition of the Intellectual Property made, conceived, derived from, or reduced to <br />practice by Subrecipient or County and which result directly or indirectly from this Contract <br />will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or <br />other proprietary right or interest of any third-party or entity now existing under the laws of, <br />or hereafter existing or issued by, any State, the United States, or any foreign country. There <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. <br /> <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. <br />EXHIBIT 1