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WIA SUBGRANT AGREEMENT
<br />Subgrantee: SANTA ANA WORK CENTER Exhibit BB
<br />Page 11 of 14
<br />SUBGRANT NO: K386318
<br />MODIFICATION NO: NEW
<br />(g). It has appropriate systems and controls in place to ensure that state and federal
<br />funds will not be used in the performance of this subgrant agreement for the
<br />acquisition, operation or maintenance of computer software in violation of
<br />copyright laws.
<br />(h). It has no knowledge of any outstanding claims, licenses or other charges, liens,
<br />or encumbrances of any kind or nature whatsoever that could affect in any way
<br />Subgrantee's performance of this subgrant agreement.
<br />(2). SUBGRANTOR MAKES NO WARRANTY, THAT THE INTELLECTUAL PROPERTY RESULTING FROM THIS
<br />SUBGRANT AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE,
<br />NOW EXISTING OR SUBSEQUENTLY ISSUED.
<br />h). Intellectual Property Indemnity
<br />(1). Subgrantee shall indemnify, defend and hold harmless Subgrantor and its licensees and
<br />assignees, and its officers, directors, employees, agents, representatives,
<br />successors, and users of its products, ("Indemnities") from and against all claims,
<br />actions, damages, losses, liabilities (or actions or proceedings with respect to any
<br />thereof), whether or not rightful, arising from any and all actions or claims by any
<br />third party or expenses related thereto (including, but not limited to, all legal
<br />expenses, court costs, and attorney's fees incurred in investigating, preparing,
<br />serving as a witness in, or defending against, any such claim action, or proceeding,
<br />commenced or threatened) to which any of the Indemnities may be subject, whether or
<br />not Subgrantee is a party to any pending or threatened litigation, which arise out of
<br />or are related to (i) the incorrectness or breach of any of the representations,
<br />warranties, covenants or agreements of Subgrantee pertaining to Intellectual Property;
<br />or (ii) any Intellectual Property infringement, or any other type of actual or alleged
<br />infringement claim, arising out of Subgrantor's use, reproduction, manufacture, sale,
<br />offer to sell, distribution, import, export, modification, public and private
<br />performance/display, license, and disposition of the Intellectual Property made,
<br />conceived, derived from, or reduced to practice by Subgrantee or Subgrantor and
<br />which result directly or indirectly from this subgrant agreement. This indemnity
<br />obligation shall apply irrespective of whether the infringement claim is based on a
<br />patent, trademark or copyright registration that was issued after the effective date
<br />of this subgrant agreement. Subgrantor reserves the right to participate in and/or
<br />control, at Subgrantee's expense, any such infringement action brought against
<br />Subgrantor.
<br />(2). Should any Intellectual Property licensed by the Subgrantee to Subgrantor under this
<br />subgrant agreement become the subject of an Intellectual Property infringement claim,
<br />Subgrantee will exercise its authority reasonably and in good faith to preserve
<br />Subgrantor's right to use the licensed Intellectual Property in accordance with this
<br />subgrant agreement at no expense to Subgrantor. Subgrantor shall have the right to
<br />monitor and appear through its own counsel (at Subgrantee's expense) in any such claim
<br />or action. In the defense or settlement of the claim, Subgrantee may obtain the right
<br />for Subgrantor to continue using the licensed Intellectual Property or, replace or
<br />modify the licensed Intellectual Property so that the replaced or modified Intellectual
<br />Property becomes non-infringing provided that such replacement or modification is
<br />functionally equivalent to the original licensed Intellectual Property. If such
<br />remedies are not reasonably available, Subgrantor may be entitled to a refund of all
<br />monies paid under this subgrant agreement, without restriction or limitation of any
<br />other rights and remedies available at law or in equity.
<br />(3). Subgrantee agrees that damages alone would be inadequate to compensate Subgrantor for
<br />breach of any term of these Intellectual Property provisions of paragraph nineteen a)
<br />through nineteen i) by Subgrantee. Subgrantee acknowledges Subgrantor would suffer
<br />irreparable harm in the event of such breach and agrees Subgrantor shall be entitled
<br />to obtain equitable relief, including without limitation an injunction, from a court
<br />of competent jurisdiction, without restriction or limitation of any other rights and
<br />remedies available at law or in equity.
<br />i). Survival
<br />The provisions set forth herein shall survive any termination or expiration of this
<br />subgrant agreement or any project schedule.
<br />20. Confidentiality Requirements
<br />The State of California and the Subgrantee will exchange various kinds of information pursuant
<br />to this subgrant agreement. That information will include data, applications, program files,
<br />and information about specific clients receiving services. These data and information are
<br />confidential when they define an individual or an employing unit or when the disclosure is
<br />restricted or prohibited by any provision of law. Confidential information requires special
<br />precautions to protect it from unauthorized use, access, disclosure, modification, and
<br />destruction. The sources of information may include, but are not limited to, the Employment
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