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<br />Agreement #W7-GJC-10 <br />City of Santa Ana <br /> <br />1 (1) CONTRACTOR represents and warrants that: <br /> <br />2 (i) CONTRACTOR has secured and will secure all rights and licenses necessary for its <br /> <br />3 performance of this Agreement. <br /> <br />4 (ii) Neither CONTRACTOR's performance of this Agreement, nor the exercise by either Party <br /> <br />5 of the rights granted in this Agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, <br /> <br />6 export, modification, public and private display/performance, distribution, and disposition of the Intellectual <br /> <br />7 Property made, conceived, derived from, or reduced to practice by CONTRACTOR or COUNTY and which <br /> <br />8 result directly or indirectly from this Agreement will infringe upon or violate any Intellectual Property right, <br /> <br />9 non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under <br /> <br />10 the laws of, or hereafter existing or issued by, any state, the United States, or any foreign country. There <br /> <br />11 are currently no actual or threatened claims by any such third party based on an alleged violation of any <br /> <br />12 such right by CONTRACTOR. <br /> <br />13 (ili) Neither CONTRACTOR's performance nor any part of its performance will violate the right <br /> <br />14 of privacy of, or constitute a libel or slander against any person or entity. <br /> <br />15 (iv) CONTRACTOR has secured and will secure all rights and licenses necessary for <br /> <br />16 Intellectual Property including, but not limited to, consents, waivers or releases from all authors of music or <br /> <br />17 performances used, and talent (radio, television and motion picture talent), owners of any interest in and to <br /> <br />18 real estate, sites locations, property or props that may be used or shown. <br /> <br />19 (v) CONTRACTOR has not granted and shall not grant to any person or entity any right that <br /> <br />20 would or might derogate, encumber, or interfere with any of the rights granted to COUNTY in this <br /> <br />21 Agreement. <br /> <br />22 (vi) CONTRACTOR has appropriate systems and controls in place to ensure that state funds <br /> <br />23 will not be used in the performance of this Agreement for the acquisition, operation or maintenance of <br /> <br />24 computer software in violation of copyright laws. <br /> <br />25 <br /> <br />26 <br /> <br />WIA Cost Reimbursement Agreement - Green Jobs Corps <br /> <br />33 <br />