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<br />Agreement #W7 -GJC-10
<br />City of Santa Ana
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<br />1 (vii) CONTRACTOR has no knowledge of any outstanding claims, licenses or other charges,
<br />2 liens or encumbrances of any kind or nature whatsoever that could affect in any way CONTRACTOR's
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<br />3 performance of this Agreement.
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<br />4 (2) COUNTY MAKES NO WARRANTY, THAT THE INTEllECTUAL PROPERTY RESULTING
<br />5 FROM THIS AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT
<br />6 OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED
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<br />7 (h) Intellectual Prooertv Indemnitv.
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<br />8 (1) CONTRACTOR shall indemnify, defend and hold harmless COUNTY and its licensees and
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<br />9 assignees, and its officers, contract administrators, employees, agents, representatives, successors, and
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<br />10 users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or
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<br />11 actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions
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<br />12 or claims by any third party or expenses related thereto (including, but not limited to, all iegal expenses,
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<br />13 court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending
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<br />14 against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities
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<br />15 may be subject, whether or not CONTRACTOR is a party to any pending or threatened litigation, which
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<br />16 arise out of or are related to (i) the incorrectness or breach of any of the representations, warranties,
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<br />17 covenants or agreements of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual
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<br />18 Property infringement, or any other type of actual or alleged infringement claim, arising out of COUNTY's
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<br />19 use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and
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<br />20 private performance/display, license, and disposition of the Intellectual Property made, conceived, derived
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<br />21 from, or reduced to practice by CONTRACTOR or COUNTY and which result directly or indirectly from this
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<br />22 Agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on
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<br />23 a patent, trademark or copyright registration that was issued after the effective date of this Agreement.
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<br />24 COUNTY reserves the right to participate in and/or control, at CONTRACTOR's expense, any such
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<br />25 infringement action brought against COUNTY.
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<br />26
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<br />WlA Cost Reimbursement Agreement - Green Jobs Corps
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<br />34
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