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1 2/09 <br />8. INVENTIONS, PATENTS AND COPYRIGHTS. <br />A. Reporting Procedure. If any project produces patentable items, patent rights, <br />processes, or inventions in the course of work under a U.S. Department of Labor (DOL) grant <br />or agreement, the CONTRACTOR shall report the fact promptly and fully to the CITY. The <br />CITY shall report the fact to the Grant Officer, at the DOL. Unless there is a prior agreement <br />between the CITY and the DOL and its representative on these matters, the DOL shall <br />determine whether to seek protection on the invention or discovery. The DOL and its <br />representative shall determine how the rights in the invention or discovery, including rights <br />under any patent issued thereon, will be allocated and administered in order to protect the <br />public interest consistent with the "Governmental Patent Policy" (President's Memorandum for <br />Heads of Executive Departments and Agencies, August 23, 1971 , and Statement of <br />Government Patent Policy). <br />B. Copyright Policy. <br />1. Unless otherwise provided in the terms of the grant or agreement, when <br />copyright-able material is developed in the course of or under a DOL Grant or agreement, the <br />author and the CITY which developed the work is free to copyright material or to permit others <br />to do so. The EMPLOYER and the Workforce Investment Board (WIB) shall have aroyalty- <br />free, nonexclusive and irrevocable license to reproduce, publish, use and to authorize others to <br />use all copyrighted material. <br />2. The DOL reserves a royalty-free, nonexclusive, and irrevocable license to <br />reproduce, publish or otherwise use, and to authorize others to use, for Federal Government <br />purposes: (a) The copyright in any work developed under any grant, sub-grant, or contract <br />under a grant or subgrant; (b) Any right of copyright to which a grantee, subgrantee or a <br />EMPLOYER purchases ownership with grant support; and (c) EMPLOYER shall comply with <br />the requirements of 29 CFR Part 97.34. <br />C. Rights to Data. The DOL and the CITY shall have unlimited rights to any data <br />first procured or delivered under this Agreement. <br />9. Hold Harmless. The EMPLOYER shall indemnify, defend and hold harmless CITY, and its <br />officers, agents and employees, from and against any and all damages to property or injuries <br />to or death of any person or persons, including property and employees or agents of CITY, and <br />shall indemnify, defend and hold harmless CITY, and its officers, agents and employees, from <br />any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but <br />not limited to, workers' compensation claims, resulting from or arising out of the negligent acts, <br />errors or omissions of EMPLOYER, its employees, agents or subcontractors. <br />10. Insurance. The EMPLOYER shall obtain at its sole cost and file with the City of Santa Ana - <br />Santa Ana W/O/R/K Center, upon execution of this Agreement, and maintain for the period <br />covered by this Agreement, a policy or policies of commercial general liability insurance or a <br />certificate of such insurance, satisfactory to the City Attorney of CITY, naming CITY, and its <br />officers, agents and employees, as insured or additional insured (see attached Additional <br />Insured Endorsement, Exhibit C), which provides coverage not less than that provided in the <br />form of a comprehensive general liability insurance policy against liability for any and all claims <br />and suits for damages or injuries to persons or property resulting from or arising out of <br />operations of EMPLOYER, and its officers, agents, or employees. Said policy or policies of <br />insurance shall provide coverage for both bodily injury and property damage in no less than <br />One Million Dollars ($1,000,000). Said policy or policies shall also contain a provision that no <br />termination, cancellation or change of coverage or of insured or additional insured shall be <br />3