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WIA SUBGRANT AGREEMENT
<br />Exhibit BB
<br />Subgrantee: SANTA ANA WORK CENTER Page 9 of 14
<br />SUBGRANT NO: R970558
<br />MODIFICATION NO: NEW
<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
<br />the purposes of producing those final products. "Works" does not include
<br />articles submitted to peer review or reference journals or independent research
<br />projects.
<br />(3). In the performance of this subgrant agreement, Subgrantee may exercise and utilize
<br />certain of its Intellectual Property in existence prior to the effective date of this
<br />subgrant agreement. In addition, under this subgrant agreement, Subgrantee may access
<br />and utilize certain of Subgrantor's intellectual property in existence prior to the
<br />effective date of this subgrant agreement. Except as otherwise eet forth herein,
<br />Subgrantee shall not use any of Subgrantor's Intellectual Property now existing or
<br />hereafter existing for any purposes without the prior written permission of
<br />Subgrantor. Except as otherwise set forth herein, neither the Subgrantee nor
<br />Subgrantor shall give any ownership interest in or rights to its Intellectual
<br />Property to the other Party. If, during the term of this aubgrant agreement,
<br />Subgrantee accesses any third-party Intellectual Property that is licensed to
<br />Subgrantor. Subgrantee agrees to abide by all license and confidentiality restrictions
<br />applicable to Subgrantor in the third-party's licenee agreement.
<br />(4). Subgrantee agrees to cooperate with Subgrantor in establishing or maintaining
<br />Subgrantor's exclusive rights in the Intellectual Property, and in assuring
<br />Subgrantor's sole rights against third parties with respect to the Intellectual
<br />Property. If the Subgrantee enters into any agreements or subcontracts with other
<br />parties in order to perform thin aubgzant agreement, Subgrantee shall require the terms
<br />of the agreement(s) to include all Intellectual Property provisions of paragraph nineteen
<br />a) through nineteen i). Such terms must include, but are not limited to, the subcontractor
<br />assigning and agreeing to assign to Subgrantor all rights, title and interest in
<br />Intellectual Property made, conceived, derived from, or reduced to practice by the
<br />subcontractor, aubgrantee or subgrantor and which result directly or indirectly from this
<br />aubgrant agreement or any subcontract.
<br />(5). Pursuant to paragraph nineteen (b) (4) of the Intellectual Property Provisions in
<br />Exhibit HB to this subgrant agreement, the requirement for the Subgrantee to include
<br />all Intellectual Property Provisions of paragraph nineteen a) through nineteen i) of
<br />the Intellectual Property Provisions in all agreements and subcontracts it enters into
<br />with other parties does not apply to aubgrant agreements or subcontracts that are for
<br />customized and on-the-job training as authorized under 20 CFR 663.700-730.
<br />(6). Subgrantee further agrees to assist and cooperate with Subgrantor in all reasonable
<br />respects, and execute all documents and, subject to reasonable availability, give
<br />testimony and take all further acts reasonably necessary to acquire, transfer,
<br />maintain, and enforce Subgrantor's Intellectual Property rights and interests.
<br />c). Retained Rights / License Rights
<br />(1). Except for intellectual Property made, conceived, derived from, or reduced to practice
<br />by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant
<br />agreement, Subgrantee shall retain title to all of its Intellectual Property to the
<br />extent such Intellectual Property is in existence prior to the effective date of this
<br />aubgrant agreement. Subgrantee hereby grants to Subgrantor, without additional
<br />compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide,
<br />irrevocable, perpetual, non-terminable licenee to use, reproduce, manufacture, sell,
<br />offer to sell, import, export, modify, publicly and privately display/perform,
<br />distribute, and dispose of Subgrantee's intellectual Property with the right to
<br />sublicense through multiple layers, for any purpose whatsoever, to the extent it is
<br />incorporated in the Intellectual Property resulting from this subgrant, unless
<br />Subgrantee assigns all rights, title and interest in the Intellectual Property as
<br />set forth herein.
<br />(2). Nothing in 'this provision shall restrict, limit, or otherwise prevent Subgrantee from
<br />using any ideas, concepts, know-how, methodology or techniques related to its
<br />performance under this aubgrant agreement, provided that Subgrantee's use does not
<br />infringe the patent, copyright, trademark rights, licenee or other Intellectual
<br />Property rights of Subgrantor or third party, or result in a breach or default of any
<br />provisions of paragraph nineteen a) through nineteen i) or result in a breach of any
<br />provisions of law relating to confidentiality.
<br />d). Copyright
<br />(1) Subgrantee agrees that for purposes of copyright law, all works (as defined in
<br />Ownership, paragraph nineteen (b) (2) (a) of authorship made by or on behalf of
<br />Subgrantee in connection with Subgrantee's performance of this subgrant agreement
<br />shall be deemed "works made for hire." Subgrantee further agrees that the work of
<br />55C-14
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