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<br />Agreement #W7 -GJC-10 <br />City of Santa Ana <br /> <br />1 (2) Should any Intellectual Properly licensed by the CONTRACTOR to COUNTY under this <br /> <br />2 Agreement become the subject of an Intellectual Property Infringement claim CONTRACTOR will exercise <br />3 its authority reasonably and in good faith to preserve COUNTY's right to use the licensed Intellectual <br /> <br />4 Property in accordance with this Agreement at no expense to COUNTY. COUNTY shall have the right to <br /> <br />5 monitor and appear through its own counsel (at CONTRACTOR's expense) in any such claim or action. In <br /> <br />6 the defense or settlement of the claim, CONTRACTOR may obtain the right for COUNTY to continue using <br /> <br />7 the licensed intellectual Property or, replace or modify the licensed Intellectual Property, so that the <br /> <br />8 replaced or modified Intellectual Properly becomes non-infringing provided that such replacement or <br /> <br />9 modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not <br /> <br />10 reasonably available, COUNTY may be entitled to a refund of all monies paid under this Agreement, <br /> <br />11 without restriction or limitation of any other rights and remedies available at law or in equity. <br /> <br />12 (3) CONTRACTOR agrees that damages alone would be inadequate to compensate COUNTY <br /> <br />13 for breach of any term of these Intellectual Properly provisions of paragraphs thirty three (a) through thirty- <br /> <br />14 four (i) by CONTRACTOR. CONTRACTOR acknowledges COUNTY would suffer irreparable harm in the <br /> <br />15 event of such breach and agrees COUNTY shall be entitled to obtain equitable relief, including without <br /> <br />16 limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other <br /> <br />17 rights and remedies available at law or in equity. <br /> <br />18 (i) Survival. The provisions set forth herein shall survive any termination or expiration of this <br /> <br />19 Agreement or any project schedule. <br /> <br />20 36. CORPORATE STATUS <br /> <br />21 All corporate CONTRACTORS shall be registered with the California Secretary of State and shall be <br /> <br />22 in good standing, without suspension by the California Secretary of State, Franchise Tax Board, or Internal <br />23 Revenue Service. Any change in corporate status or suspension shall be reported by CONTRACTOR <br /> <br />24 immediately in writing to CONTRACT ADMINISTRATOR. <br /> <br />25 37. STANDARDS OF CONDUCT <br /> <br />26 <br /> <br />WIA Cost Reimbursement Agreement ~ Green Jobs Corps <br /> <br />35 <br />