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WIA SUBGRANT AGREEMENT Exhibit BB
<br />Subgrantee: SANTA ANA WORK CENTER Page 8 of 14
<br />SUBGRANT NO: R865489
<br />MODIFICATION NO: NEW
<br />Except co the extent chat the state determines it will assume liability, the Subgrantee will be
<br />liable for and will repay, to the Subgrantor, any amounts expended under this subgrant
<br />agreement found no[ to be in accordance with wIA including, but not limited to, disallowed
<br />costs. Such repayment will be from funds (Non-Federal), other than those received under the WIA.
<br />16. Conflicts
<br />a). Subgrantee will cooperate in the resolution of any conflict with the U. S. DOL that may
<br />occur from the activities funded under this agreement.
<br />b). In the event of a dispute between the Subgrantor and the Subgrantee over any part of this
<br />subgrant agreement, the dispute may be submitted to non-binding arbitration upon the
<br />consent of-both the Subgrantor and the Subgrantee. An election for arbitration pursuant
<br />cc this provision will not preclude either party from pursuing any remedy for relief
<br />otherwise available.
<br />17. Grievances and Complaint System
<br />Subgrantee will establish and maintain a grievance and complaint procedure in compliance with
<br />the wIA, federal regulations and state statues, regulations and policy.
<br />18. Property
<br />All property, whether finished or unfinished documents, data, studies and reports prepared or
<br />purchased by the Subgrantee under this subgrant agreement, will be disposed of in accordance
<br />with the direction of the Subgrantor. In addition, any tools and/or equipment furnished to the
<br />Subgrantee by the Subgrantor and/or purchased by the Subgrantee with funds pursuant to this
<br />subgrant agreement will be limited to use within the activities outlined in this subgrant
<br />agreement and will remain the property of the United States Government and/or the Subgrantor.
<br />Upon termination of this subgrant agreement, Subgrantee will immediately return such tools
<br />and/or equipment to the Subgrantor or dispose of them in accordance with the direction of the
<br />Subgranter
<br />15. Intellectual Property Provisions
<br />a). Federal Funding
<br />In any subgrant funded in whale or in part by the federal government, Subgrantor may
<br />acquire and maintain the Intellectual Property rights, title, and ownership, which result
<br />directly or indirectly from the subgrant, except as provided in 37 Code of Federal
<br />Regulations part 401.14. However, pursuant to 29 CFR section 97.34 the federal government
<br />shall have a royalty-free, non-exclusive, irrevocable, paid-up license throughout the world
<br />to use, duplicate, or dispose of such Intellectual Property throughout the world in any
<br />manner for governmental purposes and to have and permit others to do so.
<br />b). Ownership
<br />(1). Except where Subgrantor has agreed in a signed writing to accept a license, Subgrantor
<br />shall be and remain, without additional compensation, the sole owner of any and all
<br />rights, title and interest in all intellectual property, from the moment of creation, _
<br />whether or not jointly conceived, that are made, conceived, derived from, or reduced
<br />to practice by Subgrantee or Subgrantor and which result directly or indirectly from
<br />this subgrant agreement.
<br />(2). For the purposes of this subgrant agreement, Intellectual Property means recognized
<br />protectable rights and interest such as: patents, (whether or not issued) copyrights,
<br />trademarks, service mazks, applications for any of the foregoing, inventions, trade
<br />secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right
<br />of publicity, author's rights, contract and licensing rights, works, mask works,
<br />industrial design rights, rights of priority, know how, design flows, methodologies,
<br />devices, business processes, developments, innovations, good will, any data or
<br />information maintained, collected or scored in the ordinary course of business by
<br />Subgrantor, and all other legal rights protecting intangible proprietary information
<br />as may exist now and/or hereafter come intc existence, and all renewals and
<br />extensions, regardless of whether those rights arise under the laws of the United
<br />States, oz any ocher state, country or jurisdiction.
<br />(a). For the purposes of the definiCion of Intellectual Property, "works" means all
<br />literary works, writings and printed matter including the medium by which they
<br />are recorded or reproduced, photographs, art work, pictorial and graphic
<br />representations and works of a similar nature, film, motion pictures, digital
<br />images, animation cells, and other audiovisual works including positives and
<br />negatives thereof, sound recordings, tapes, educational materials, interactive
<br />videos, computer software and any other materials or products created, produced,
<br />conceptualized and fixed in a tangible medium of expression. It includes
<br />preliminary and final products and any materials and information developed for
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