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conceived, derived from, or reduced to practice by CONTRACTOR or
<br />COUNTY and which result directly or indirectly from this CONTRACT.
<br />ii. For the purposes of this CONTRACT, Intellectual Property means
<br />recognized protectable rights and interest such as: patents, (whether or not
<br />issued) copyrights, trademarks, service marks, applications for any of the
<br />foregoing, inventions, trade secrets, trade dress, logos, insignia, color
<br />combinations, slogans, moral rights, right of publicity, author's rights,
<br />contract and licensing rights, works, mask works, industrial design rights,
<br />rights of priority, know how, design flows, methodologies, devices,
<br />business processes, developments, innovations, good will, any data or
<br />information maintained, collected or stored in the ordinary course of
<br />business by COUNTY, and all other legal rights protecting intangible
<br />proprietary information as may exist now and/or hereafter come into
<br />existence, and all renewals and extensions, regardless of whether those
<br />rights arise under the laws of the United States, or any other state, country
<br />or jurisdiction.
<br />a. For the purposes of the definition of Intellectual Property, "works"
<br />means all literary works, writings and printed matter including the
<br />medium by which they are recorded or reproduced, photographs,
<br />art work, pictorial and graphic representations and works of a
<br />similar nature, film, motion pictures, digital images, animation cells,
<br />and other audiovisual works including positives and negatives
<br />thereof, sound recordings, tapes, educational materials, interactive
<br />videos, computer software and any other materials or products
<br />created, produced, conceptualized and fixed in a tangible medium
<br />of expression. It includes preliminary and final products and any
<br />materials and information developed for the purposes of producing
<br />those final products. "Works" does not include articles submitted to
<br />peer review or reference journals or independent research projects.
<br />In the performance of this CONTRACT, CONTRACTOR may exercise and
<br />utilize certain of its Intellectual Property in existence prior to the effective
<br />date of this CONTRACT. In addition, under this CONTRACT,
<br />CONTRACTOR may access and utilize certain COUNTY'S Intellectual
<br />Property inexistence prior to the effective date of this CONTRACT. Except
<br />as otherwise set forth herein, CONTRACTOR shall not use any of
<br />COUNTY'S Intellectual Property now existing or hereafter existing for any
<br />purposes without the prior written permission of COUNTY. Except as
<br />otherwise set forth herein, neither the CONTRACTOR nor COUNTY shall
<br />give any ownership interest in or rights to its Intellectual Property to the
<br />other PARTY. If, during the term of this CONTRACT, CONTRACTOR
<br />accesses any third -party Intellectual Property that is licensed to COUNTY,
<br />CONTRACTOR agrees to abide by all license and confidentiality
<br />restrictions applicable to COUNTY in the third -party's license Contract.
<br />V. CONTRACTOR agrees to cooperate with COUNTY in establishing or
<br />maintaining COUNTY'S exclusive rights in the Intellectual Property, and in
<br />assuring COUNTY'S sole rights against third parties with respect to the
<br />intellectual Property. If the CONTRACTOR enters into any contracts or
<br />subcontracts with other parties in order to perform this CONTRACT,
<br />CONTRACTOR shall require the terms of the contract(s) to include all
<br />Intellectual Property provisions of Paragraphs twenty-four (24)(A) through
<br />County of Orange Page 14 of 37 City of Santa Ana
<br />OC Community Resources Contract FYs 20ijMVIOessional-MI Contract # 16-28-0039-RWS
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