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County of Orange <br />OC Community Resources <br />MA-012-25010265 <br />Regional Workforce Training Services <br />Page 39 of 54 <br /> <br /> <br />effective date of this Contract. County reserves the right to participate in and/or control, at <br />Subrecipient’s expense, any such infringement action brought against County. <br />ii. Should any Intellectual Property licensed by the Subrecipient to County under this Contract <br />become the subject of an Intellectual Property infringement claim Subrecipient will exercise its <br />authority reasonably and in good faith to preserve County’s right to use the licensed Intellectual <br />Property in accordance with this Contract at no expense to County. County shall have the right to <br />monitor and appear through its own counsel (at Subrecipient’s expense) in any such claim or <br />action. In the defense or settlement of the claim, Subrecipient may obtain the right for County to <br />continue using the licensed intellectual Property or, replace or modify the licensed Intellectual <br />Property, so that the replaced or modified Intellectual Property becomes non-infringing provided <br />that such replacement or modification is functionally equivalent to the original licensed Intellectual <br />Property. If such remedies are not reasonably available, County may be entitled to a refund of all <br />monies paid under this Contract, without restriction or limitation of any other rights and remedies <br />available at law or in equity. <br /> <br />iii. Subrecipient agrees that damages alone would be inadequate to compensate County for breach <br />of any term of these Intellectual Property Paragraph provisions (A) through (I) by Subrecipient. <br />Subrecipient acknowledges County would suffer irreparable harm in the event of such breach and <br />agrees County shall be entitled to obtain equitable relief, including without limitation an <br />injunction, from a court of competent jurisdiction, without restriction or limitation of any other <br />rights and remedies available at law or in equity. <br />I. Survival: <br />The provisions set forth herein shall survive any termination or expiration of this Contract or any Contract <br />schedule. <br /> <br />20. Complaint Resolution Process and Grievance Procedures for Participants <br />Subrecipient shall comply with grievance procedures, as defined by the program’s funding stream. <br />Subrecipient shall advise participants of their right to file complaints and of the procedures for resolution <br />of complaints. Subrecipient shall follow program’s procedures for handling complaints which is available <br />from the County’s Project Manager for alleging a violation of regulations, grants or other agreements. <br />Any decision of the County, the State or the Federal government relating to the complaint shall be <br />binding on Subrecipient. <br /> <br />Subrecipient shall post the entire Notice of the Grievance Procedure Process in a location that is <br />commonly visible for program participants on its website and at its service location(s). <br /> <br />21. Sectarian Activities <br />Subrecipient certifies that this Contract does not aid or advance any religious sect, church or creed for a <br />purpose that is sectarian in nature, nor does it help to support or sustain any school, college, university, <br />hospital or other institution controlled by any religious creed, church, or sectarian denomination. <br /> <br />EXHIBIT 1