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<br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br /> <br />Agreement's scope of work, CONTRACTOR hereby grants to COUNTY a license as described under <br />paragraph thirty-three (c) for devices or material incorporating, or made through the use of such <br />inventions. If such inventions result from research and development work specifically included within <br />the Agreement's scope of work, then CONTRACTOR agrees to assign to COUNTY, without additional <br />compensation, all its right, title and interest in and to such inventions and to assist COUNTY in <br />securing United States and foreign patents with respect thereto. <br />(f) Third-Partv Intellectual Prooertv. Except as provided herein, CONTRACTOR agrees that its <br />performance of this Agreement shall not be dependent upon or include any Intellectual Property of <br />CONTRACTOR or third party without first: (i) obtaining COUNTY's prior written approval; and (ii) <br />granting to or obtaining for COUNTY's, without additional compensation, a license, as described in <br />paragraph thirty-three (c), for any of CONTRACTOR's or third-party's Intellectual Property in existence <br />prior to the effective date of this Agreement. If such a license upon these terms is unattainable, and <br />COUNTY determines that the Intellectual Property should be included in or is required for <br />CONTRACTOR's performance of this Agreement, CONTRACTOR shall obtain a license under terms <br />acceptable to COUNTY. <br />(g) Warranties. <br />(1) CONTRACTOR represents and warrants that: <br />(i) CONTRACTOR has secured and will secure all rights and licenses necessary <br />for its performance of this Agreement. <br />(ii) Neither CONTRACTOR's performance of this Agreement, nor the exercise by <br />either Party of the rights granted in this Agreement, nor any use, reproduction, <br />manufacture, sale, offer to sell, import, export, modification, public and private <br />display/performance, distribution, and disposition of the Intellectual Property made, <br />conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and <br />which result directly or indirectly from this Agreement will infringe upon or violate any <br />Intellectual Property right, non-disclosure obligation, or other proprietary right or interest <br />of any third-party or entity now existing under the laws of, or hereafter existing or issued <br />by, any state, the United States, or any foreign country. There are currently no actual <br /> <br />W1A COST REIMBURSEMENT CONTRACT - REV. 6-2-06 <br /> <br />28 <br />