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twenty-four (24)(1). Such terms must include, but are not limited to, the
<br />subcontractor assigning and agreeing to assign to COUNTY all rights, title
<br />and interest in Intellectual Property made, conceived, derived from, or
<br />reduced to practice by the subcontractor, CONTRACTOR or COUNTY and
<br />which result directly or indirectly from this CONTRACT or any subcontract.
<br />V. Pursuant to Paragraph twenty-four (24)(13)(iv) of the Intellectual Property
<br />Provisions of this CONTRACT, the requirement for the CONTRACTOR to
<br />include all Intellectual Property Provisions of Paragraphs twenty-four
<br />(24)(A) through twenty-four (24)(1) of the Intellectual Property Provisions
<br />in all contracts and subcontracts it enters into with other parties does not
<br />apply to contracts or subcontracts that are for customized and on-the-job
<br />training as authorized under 20 CFR WIOA NPRM 680.700-850.
<br />vi. CONTRACTOR further agrees to assist and cooperate with COUNTY in all
<br />reasonable respects, and execute all documents and, subject to
<br />reasonable availability, give testimony and take all further acts reasonably
<br />necessary to acquire, transfer, maintain, and enforce COUNTY'S
<br />Intellectual Property rights and interests.
<br />C. Retained Rights/License Rights
<br />I. Except for Intellectual Property made, conceived, derived from, or reduced
<br />to practice by CONTRACTOR or COUNTY and which result directly or
<br />indirectly from this CONTRACT, CONTRACTOR shall retain title to all of
<br />its Intellectual Property to the extent such Intellectual Property is in
<br />existence prior to the effective date of this CONTRACT. CONTRACTOR
<br />hereby grants to COUNTY, without additional compensation, a permanent,
<br />non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual,
<br />non -terminable license to use, reproduce, manufacture, sell, offer to sell,
<br />import, export, modify, publicly and privately display/perform, distribute,
<br />and dispose of CONTRACTOR's Intellectual Property with the right to
<br />sublicense through multiple layers, for any purpose whatsoever, to the
<br />extent it is incorporated in the Intellectual Property resulting from this
<br />CONTRACT, unless CONTRACTOR assigns all rights, title and interest in
<br />the Intellectual Property as set forth herein.
<br />ii. Nothing in this provision shall restrict, limit, or otherwise prevent
<br />CONTRACTOR from using any ideas, concepts, know-how, methodology
<br />or techniques related to its performance under this CONTRACT, provided
<br />that CONTRACTOR's use does not infringe the patent, copyright,
<br />trademark rights, license or other Intellectual Property rights of COUNTY
<br />or third party, or result in a breach or default of any provisions of
<br />Paragraphs twenty-four (24)(A) through twenty-four (24)(1) or result in a
<br />breach of any provisions of law relating to confidentiality.
<br />D. Copyright.
<br />I. CONTRACTOR agrees that for purposes of copyright law, all works (as
<br />defined in Ownership, Paragraph twenty-four (24)(B)(ii) (a) of authorship
<br />made by or on behalf of CONTRACTOR in connection with
<br />CONTRACTOR's performance of this CONTRACT shall be deemed
<br />"works made for hire." CONTRACTOR further agrees that the work of each
<br />person utilized by CONTRACTOR in connection with the performance of
<br />County of Orange Page 15 of 37 City of Santa Ana
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