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MIA SUBGRANT AGREEMENT
<br />Subgrantee: SANTA ANA WORK CENTER Exhibit BE
<br />Page 9 of 14
<br />SUBGRANT NO: 8594782
<br />MODIFICATION NO: NEW
<br />are recorded or reproduced, photographs, art work, pictorial and graphic
<br />representations and worka of a similar nature, film, motion pictures, digital
<br />images, animation cells, and other a+.dioviaual works including positives and
<br />negatives thereof, sound recordings, tapes, educational materials, interactive
<br />videos, computer software and any ocher materials or products created, produced,
<br />conceptualized and fixed in a tangible medium of expression. It includes
<br />preliminary and final products and any materials and information developed for
<br />the purposes of producing those final products. -works, does not include
<br />art isles submitted to peer review or reference journals or independent research
<br />Projects.
<br />(3). In the performance of this subgrant agreement, Subgrantee may exercise and utilise
<br />terrain of its Intellectual Property in existence prior to the effective date of this
<br />subgrant agreement. In addition, under this aubgrant agreement, Subgrantee may access
<br />and utilize certain of Suograntor's intellectual property in existence prior to the
<br />effective date of this auogrant agreement. Except as otherwise set forth herein,
<br />3ubgrantee shall not use any of Subgrantovs Intellectual property now existing or
<br />hereafter existing for any purposes without the prior written permission of
<br />Subgrantor. Except as otherwise set forth herein, neither the Subgrantee nor
<br />Subgrantor shall give any ownership interest in or rights to its Intellectual
<br />Property to the other Party. if, during the term of this subgrant agreement,
<br />Subgrantee screens. any third -party Intellectual Property chat is licensed to
<br />3ubgrantor. Subgrantee agrees to abide by all license and confidentiality restrictions
<br />applicable to Subgrantor in the third- party,e license agreement.
<br />(4). Subgrantee agrees to cooperate with Subgrantor in establishing or maintaining
<br />Subgrantor's exciusive rights in the Intellectual property, and in assur -ng
<br />Subgrantor's sole rights against third parties with respect to the Intellectual
<br />Property. If the 3ubgrantee enters into any agreements or subcontracts with other
<br />Parties in order to perform this subgrant agreement, Subgrantee shall require the terms
<br />of the agreament(a) to include all Intellectual Property provisions of paragraph nineteen
<br />a) through nineteen 1). Such carne met include, but are not limited to, the subcontractor
<br />assigning and agreeing to assign to 3ubgrantor all rights, title and interest in
<br />intellectual Proparty made, conceived, derived from, or reduced to practice by the
<br />subcontractor, subgrantes or subgrantor and which result directly or indirectly from this
<br />subgrant agreement or any subcontract.
<br />(5). Pursuant to paragraph nineteen (b) (4) of the Intellectual Property Provisions Di
<br />Exhibit BB to this subgrant agreement, the requirement for the Subgrantee to include
<br />all Intellectual Property Provisions of paragraph nineteen 61 through nineteen i) of
<br />the Intellectual Property Provisions in all agreements and subcontracts it enters into
<br />with other parties does not apply to subgrant agreements or subcontracts that are for
<br />customized and on- the -job training as authorized under 20 CFR 663.700 -730.
<br />(6). Subgrantee further agrees to assist and cooperate with Subgrantor in all reasonable
<br />respects, and execute all documents and, subject to reasonable availability, give
<br />testimony and take all further acts reasonably necessary to acquire, transfer,
<br />maintain, and enforce Subgrantor's Intellectual Property rights and interests.
<br />c). Retained Rights / License Rights
<br />(L . Except for Intellectual Property made, conceived, derived from, or reduced to practice
<br />by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant
<br />agreement, Subgrantee shall retain title to all of its Intellectual Property to the
<br />extant such Intellectual Property in in existence prior to the effective date of t -nia
<br />aubgrent agreement. Subgrantee hereby grants to Subgrantor, without additional
<br />compensation, a permanent, non - exclusive, royalty free, paid -up, worldwide,
<br />irrevocable, perpetual, non - terminable license to use, reproduce, manufacture, sell,
<br />offer to sell, import, export, modify, publicly and privately display /perform,
<br />distribute, and dispose of Subgrantee's intellectual Property with the right to
<br />sublicense through multiple layers, for any purpose whatsoever, to the extent it is
<br />incorporated in the intellectual Property resulting from this subgrant, unless
<br />Subgrantee assigns all rights, title and interest in the Intellectual Property as
<br />set forth herein.
<br />(2i. Nothing in this provision shall restrict, limit, or otherwise prevent Subgrantee from
<br />using any ideas, concepts, know -how, methodology or techniques related to its
<br />performance under this subgrant agreement, provided that Subgrantea's use does not
<br />infringe the patent, copyright, trademark rights, license or other intellectual
<br />Property rights of Subgrantor or third party, or result in a breach or default of any
<br />provisions of paragraph nineteen a) through cireteen i) or result in a breach of any
<br />provisions of law relating to confidentiality.
<br />d). Copyright
<br />(1) Subgrantee agrees that for purposes of copyright law, all works (as defined in
<br />Ownarshlp, paragraph nineteen (b) (e (a? of authorship made by or on behalf of
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