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WIA SOEGRANT AGREEMENT
<br />Subgrantse: SANTA ANA WORK CENTER Exhibit ED
<br />Page to of 14
<br />SUHGRANT NO: K594782
<br />MODIFICATION NO: NEW
<br />Subgrantee in connection with Subgrantee's performance of this subgrant agreement
<br />shall be deemed "works made for hire." Subgrantee further agrees that the work of
<br />each person utilized by Subgrantee in connection with the performance of this subgrant
<br />agreement will be a "work made for hire," whether that person is an employee of
<br />Subgrantee or that person has entered into an agreement with Subgrantee to perform the
<br />work. Subgrantee shall enter into a written agreement with any such person that:
<br />(i) all work performed for Subgrantee shall be deemed a ^work made for hire" under the
<br />Copyright Act and (ii) that person shall assign all right, title, and interest to
<br />Subgrantor to any work product made, conceived, derived from or reduced to practice by
<br />Subgrantee or Subgrantor and which result directly or indirectly from this subgrant
<br />agreement. Refer to 29 CFR, Part 95, Appendix A 5 or Part 97.34.
<br />(2) All materials, including, but not limited to, computer software, visual works or text,
<br />reproduced or distributed pursuant to this subgrant agreement that include Intellectual
<br />Property made, conceived, derived from, or reduced to practice by Subgrantee or
<br />Subgrantor and which result directly or indirectly from this subgrant agreement may not
<br />be reproduced or disseminated without prior written permission from Subgrantor.
<br />e). Patent Rights
<br />With respect to inventions (refer to 29 CFR, 97.36(i)(8)) made by Subgrante, in the
<br />performance of this subgrant agreement, which did not result from research and development
<br />specifically included in the Subgrantes scope of work, Subgrantee hereby grants to Subgrantor
<br />a license as described under paragraph nineteen c) for devices or material incorporating,
<br />or made through the use of such inventions. If such inventions result from research and
<br />development work specifically included within the subgrant agreement's scope of work, then
<br />Subgrantee agrees to assign to Subgrantor, without addition compensation, all its right,
<br />title and interest in and to such inventions and to assist Subgrantor in securing United
<br />States and foreign patents with respect thereto.
<br />f). Third -Party Intellectual Property
<br />Except as provided herein, Subgrantee agrees that its performance of this subgrant agreement
<br />shall not be dependent upon or include any Intellectual Property of Subgrantee or third
<br />party without first: (i) obtaining Subgrantor's prior written approval; and (ii) granting to
<br />or obtaining for Subgrantor's, without additional compensation, a license, as described in
<br />paragraph nineteen c), for any of Subgrantee's or third - party's Intellectual Property in
<br />existence prior to the effective date of this subgrant agreement. If such a license upon
<br />these terms is unattainable, and Subgrantor determines that the Intellectual Property should
<br />be included in or is required for Subgrantee's performance of this subgrant agreement,
<br />Subgrantee shall obtain a license under terms acceptable to Subgrantor.
<br />g). Warranties
<br />(1). Subgrantes represents and warrants that:
<br />(a). It has secured and will secure all rights and licenses necessary for its performance
<br />of this subgrant agreement.
<br />(b). Neither Subgrantee's performance of this subgrant agreement, nor the exercise by
<br />either Party of the rights granted in this subgrant agreement, nor any use,
<br />reproduction, manufacture, sale, offer to sell, import, export, modification,
<br />public and private display /performance, distribution, and disposition of the
<br />Intellectual Property made, conceived, derived from, or reduced to practice by
<br />Subgrantee or Subgrantor and which result directly or indirectly from this subgrant
<br />agreement will infringe upon or violate any Intellectual Property right,
<br />non - disclosure obligation, or other proprietary right or interest of any third -party
<br />or entity now existing under the laws of, or hereafter existing or issued by, any
<br />state, the United States, or any foreign country. There are currently no actual or
<br />threatened claims by any such third party based on an alleged violation of any such
<br />right by Subgrantee.
<br />(c) Neither Subgrantee's performance nor any part of its performance will violate the
<br />right of privacy of, or constitute a libel or slander against any person or
<br />entity.
<br />(d). It has secured and will secure all rights and licenses necessary for Intellectual
<br />Property including, but not limited to, consents, waivers or releases from all
<br />authors.
<br />(e). Of music or performances used, and talent (radio, television and motion picture
<br />talent), owners of any interest in and to real estate, sites locations, property or
<br />props that may be used or shown.
<br />(f) . It has not granted and shall not grant to any person or entity any right that would
<br />or might derogate, encumber, or interfere with any of the rights granted to
<br />Subgrantor in this subgrant agreement.
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