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Docusign Envelope ID:47944A80-A4B5-4D6E-A49F-D09539A7EDB3
<br /> made, conceived, derived from, or reduced to practice by Subrecipient or County and which result
<br /> directly or indirectly from this Contract.
<br /> ii.For the purposes of this Contract, Intellectual Property means recognized protectable rights and
<br /> interest such as:patents,(whether or not issued)copyrights,trademarks,service marks,
<br /> applications for any of the foregoing, inventions,trade secrets,trade dress, logos,insignia, color
<br /> combinations, slogans,moral rights,right of publicity,author's rights,contract and licensing
<br /> rights,works,mask works, industrial design rights,rights of priority,know how,design flows,
<br /> methodologies, devices,business processes, developments, innovations,good will,any data or
<br /> information maintained, collected or stored in the ordinary course of business by County,and all
<br /> other legal rights protecting intangible proprietary information as may exist now and/or hereafter
<br /> come into existence, and all renewals and extensions,regardless of whether those rights arise under
<br /> the laws of the United States,or any other State, country or jurisdiction.
<br /> a.For the purposes of the definition of Intellectual Property, "works" means all literary
<br /> works,writings and printed matter including the medium by which they are recorded or
<br /> reproduced,photographs, art work,pictorial and graphic representations and works of a
<br /> similar nature,film,motion pictures,digital images,animation cells,and other audiovisual
<br /> works including positives and negatives thereof,sound recordings,tapes,educational
<br /> materials,interactive videos, computer software and any other materials or products created,
<br /> produced, conceptualized and fixed in a tangible medium of expression.It includes
<br /> preliminary and final products and any materials and information developed for the
<br /> purposes of producing those final products. "Works" does not include articles submitted to
<br /> peer review or reference journals or independent research projects.
<br /> iii. In the performance of this Contract, Subrecipient may exercise and utilize certain of its
<br /> Intellectual Property in existence prior to the effective date of this Contract. In addition, under this
<br /> Contract, Subrecipient may access and utilize certain of County's Intellectual Property in existence
<br /> prior to the effective date of this Contract. Except as otherwise set forth herein, Subrecipient shall
<br /> not use any of County's Intellectual Property now existing or hereafter existing for any purposes
<br /> without the prior written permission of County.Except as otherwise set forth herein,neither the
<br /> Subrecipient nor County shall give any ownership interest in or rights to its Intellectual Property to
<br /> the other Party. lf, during the term of this Contract, Subrecipient accesses any third-party
<br /> Intellectual Property that is licensed to County,Subrecipient agrees to abide by all license and
<br /> confidentiality restrictions applicable to County in the third-party's license Contract.
<br /> iv. Subrecipient agrees to cooperate with County in establishing or maintaining County's exclusive
<br /> rights in the Intellectual Property,and in assuring County's sole rights against third parties with
<br /> respect to the intellectual Property. If the Subrecipient enters into any Contracts or subcontracts
<br /> with other parties in order to perform this Contract, Subrecipient shall require the terms of the
<br /> Contract(s)to include all Intellectual Property Paragraph provisions of this Contract(A)through
<br /> (I). Such terms must include,but are not limited to,the subcontractor assigning and agreeing to
<br /> assign to County all rights,title and interest in Intellectual Property made, conceived,derived
<br /> from,or reduced to practice by the subcontractor, Subrecipient or County and which result directly
<br /> or indirectly from this Contract or any subcontract.
<br /> County of Orange MA-012-25010265 Page 35 of 54
<br /> OC Community Resources Regional Workforce Training Services
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