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WIA SUBGRANT AGREi T
<br />Subgrantee: SANTA ANA 'WORK CZNTER Exhibit SB
<br />Page 11 of 14
<br />SUBGRANT W: K594782
<br />MODIFICATION W: NEW
<br />(g). It has appropriate systems and controls in place to ansure that state and federal
<br />funds will not be used in the performance of this subgrat. agreement for the
<br />acquisition, operation or maintenance of computer software in violation of
<br />copyright lava.
<br />Ih). It has no knowledge of any outstanding claims, Ilcaneee or other charges, liens,
<br />or encumbrances o_ any kind or nature whatsoever that could affect in any way
<br />Subgrantee'a performance of this subgrent agreement.
<br />(i). SUSGRA.NTOR MAKES W WARRANTY, THAT THE INTELLECTUAL PROPERTY RgSULTING FROM THIS
<br />SUBGRANT AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADSMARK, COPYRIOIC OR THE LIKE,
<br />NOW RRISTIW OR SUBSEQUENTLY ISSUED.
<br />h1. Intellectual Property Indemnity
<br />(1) . Subgrancee shall indemnify, defend and 'hold harmless Subgrantor and its linens,... and
<br />assignee*, and its officers, directors, employees, agents, representatives,
<br />succeaeors, and users of its products, 01demnities0) from end against all claim.,
<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 line luding, 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 Indamnvties 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 Subgrmntee 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 .ell, 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 Subgrantoe or Subgrantor and
<br />which result directly or indirectly from this aubgrant 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 affective date
<br />of this wubgrsnt agreement. Subgrantor reserves the right to participate in and /or
<br />control, at Subgrantse's expense, any such infringement action brought again-
<br />Subgrantor.
<br />W. Should any Intellectual Property licensed by the eubgrantes to Subgrantor under this
<br />aubgrant agreement become the subject of an Intellectual property infringement claim,
<br />Subgrantee will exercise its authority reasonably and in good faith to preserve
<br />Subgrannor•s right to use the licensed Intellectual Property in accordance with this
<br />smbgrant agreement at no expansa 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. rn 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 an 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 net reasonably available, Subgrantor nay be entitled to a refund of all
<br />monies paid under thin aubgrant 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 shy term of these Intellectual Property provisions of paragraph nineteen a)
<br />through nineteen 1) 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 in injunction, from a court
<br />of competent 'urisdiction, without restriction or limitation of any other rights and
<br />remedies available at law or in equity.
<br />i) . Survival
<br />The provisions sec forth herein shall survive any termination or expiration of this
<br />aubgrant agreement or any project schedule.
<br />23. Confidentiality Requirements
<br />The State of California and the Subgrantea 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 />contidentiai when they define an individual or an employing unit or when the disclosure is
<br />raazricted or prohibited by any provision of law. Confidential information requires specie.
<br />precaution. to protect it from unauthorized use, acres., disclosore, nadi`'icatiun, and
<br />destruction. The sources of information may include, but are not limited to, the Employment
<br />55B -17
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