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<br />Agreement #W7 -GJC-10 <br />City of Santa Ana <br /> <br />1 (1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by <br />2 CONTRACTOR or COUNTY and which result directly or indirectly from this Agreement, CONTRACTOR <br /> <br />3 shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in existence prior <br />4 to the effective date of this Agreement. CONTRACTOR hereby grants to COUNTY, without additional <br /> <br />5 compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non- <br /> <br />6 terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publiciy and <br /> <br />7 privately display/perform, distribute, and dispose of CONTRACTOR's Intellectual Property with the right to <br /> <br />8 sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the <br /> <br />9 Intellectual Property resulting from this Agreement, unless CONTRACTOR assigns all rights, title and <br /> <br />10 interest in the Intellectual Property as set forth herein, <br /> <br />11 (2) Nothing in this provision shall restrict, limit, or otherwise prevent CONTRACTOR from using <br /> <br />12 any ideas, concepts, know-how, methodology or techniques related to its performance under this <br /> <br />13 Agreement, provided that CONTRACTOR's use does not infringe the patent, copyright, trademark rights, <br /> <br />14 license or other Intellectual Property rights of COUNTY or third party, or result in a breach or default of any <br /> <br />15 provisions of paragraphs thirty four (a) through thirty-four (i) or result in a breach of any provisions of law <br /> <br />16 relating to confidentiality, <br /> <br />17 (d) Copvriaht. <br /> <br />18 (1) CONTRACTOR agrees that for purposes of copyright law, all works (as defined in <br /> <br /> <br />19 Ownership, paragraph thirty-four (b) (2) (i) of authorship made by or on behalf of CONTRACTOR in <br /> <br />20 connection with CONTRACTOR's performance of this Agreement shall be deemed "works made for hire," <br /> <br />21 CONTRACTOR further agrees that the work of each person utilized by CONTRACTOR in connection with <br /> <br />22 the performance of this Agreement will be a "work made for hire," whether that person is an employee of <br />23 CONTRACTOR or that person has entered into an agreement with CONTRACTOR to perform the work, <br /> <br />24 CONTRACTOR shall enter into a written agreement with any such person that (i) all work performed for <br /> <br />25 CONTRACTOR shall be deemed a "work made for hire" under the Copyright Act and (ii) that person shall <br /> <br />26 <br /> <br />WIA Cost Reimbursement Agreement - Green Jobs Corps <br /> <br />31 <br />