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<br />Agreement #W7 -GJC-1 0 <br />City of Santa Ana <br /> <br />1 assign all right, title, and interest to COUNTY to any work product made, conceived, derived from or <br /> <br />2 reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this <br />3 Agreement. <br /> <br />4 (2) All materials, including, but not limited to, computer software, visual works or text, <br />5 reproduced or distributed pursuant to this Agreement that include Intellectual Property made, conceived, <br />6 derived from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly <br /> <br />7 from this Agreement may not be reproduced or disseminated without prior written permission from <br /> <br />8 COUNTY. <br /> <br />9 (e) Patent Riahts. With respect to inventions made by CONTRACTOR in the performance of this <br /> <br />10 Agreement, which did not result from research and development specifically included in the Agreement's <br /> <br />11 scope of work, CONTRACTOR hereby grants to COUNTY a license as described under paragraph thirty <br /> <br />12 four (c) for devices or material incorporating, or made through the use of such inventions. If such <br /> <br />13 inventions resuit from research and development work specifically included within the Agreement's scope <br /> <br />14 of work, then CONTRACTOR agrees to assign to COUNTY, without additional compensation, all its right, <br /> <br />15 title and interest in and to such inventions and to assist COUNTY in securing United States and foreign <br /> <br />16 patents with respect thereto. <br /> <br />17 (f) Third-Partv Intellectual Property. Except as provided herein, CONTRACTOR agrees that its <br /> <br />18 performance of this Agreement shall not be dependent upon or include any Intellectual Property of <br />19 CONTRACTOR or third party without first: (i) obtaining COUNTY's prior written approval; and (ii) granting <br /> <br />20 to or obtaining for COUNTY's, without additional compensation, a license, as described in paragraph thirty- <br /> <br />21 four (c), for any of CONTRACTOR's or third-party's Intellectual Property in existence prior to the effective <br /> <br />22 date of this Agreement. If such a license upon these terms is unattainable, and COUNTY determines that <br />23 the Intellectual Property should be included in or is required for CONTRACTOR's performance of this <br />24 Agreement, CONTRACTOR shall obtain a license under terms acceptable to COUNTY. <br /> <br />25 (g) Warranties. <br /> <br />26 <br /> <br />WIA Cost Reimbursement Agreement - Green Jobs Corps <br /> <br />32 <br />