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proprietary right or interest of any third -party or entity now existing
<br />under the laws of, or hereafter existing or issued by, any state, the
<br />United States, or any foreign country. There are currently no actual
<br />or threatened claims by any such third party based on an alleged
<br />violation of any such right by CONTRACTOR.
<br />c. Neither CONTRACTOR's performance nor any part of its performance
<br />will violate the right of privacy of, or constitute a libel or slander against
<br />any person or entity.
<br />d. CONTRACTOR has secured and will secure all rights and licenses
<br />necessary for Intellectual Property including, but not limited to,
<br />consents, waivers or releases from all authors of music or
<br />performances used, and talent (radio, television and motion picture
<br />talent), owners of any interest in and to real estate, sites locations,
<br />property or props that may be used or shown.
<br />e. CONTRACTOR has not granted and shall not grant to any person or
<br />entity any right that would or might derogate, encumber, or interfere
<br />with any of the rights granted to COUNTY in this CONTRACT.
<br />f. CONTRACTOR has appropriate systems and controls in place to
<br />ensure that state funds will not be used in the performance of this
<br />CONTRACT for the acquisition, operation or maintenance of computer
<br />software in violation of copyright laws.
<br />g. CONTRACTOR has no knowledge of any outstanding claims, licenses
<br />or other charges, liens or encumbrances of any kind or nature
<br />whatsoever that could affect in any way CONTRACTOR's performance
<br />of this CONTRACT.
<br />ii. COUNTY MAKES NO WARRANTY, THAT THE INTELLECTUAL
<br />PROPERTY RESULTING FROM THIS CONTRACT DOES NOT
<br />INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE
<br />LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED.
<br />H. Intellectual Property Indemnity
<br />I. CONTRACTOR shall indemnify, defend and hold harmless COUNTY and
<br />its licensees and assignees, and its officers, DIRECTOR, employees,
<br />agents, representatives, successors, and users of its products,
<br />("INDEMNITEES") from and against all claims, actions, damages, losses,
<br />liabilities (or actions or proceedings with respect to any thereof), whether
<br />or not rightful, arising from any and all actions or claims by any third party
<br />or expenses related thereto (including, but not limited to, all legal expenses,
<br />court costs, and attorney's fees incurred in investigating, preparing, serving
<br />as a witness in, or defending against, any such claim action, or proceeding,
<br />commenced or threatened) to which any of the INDEMNITEES may be
<br />subject, whether or not CONTRACTOR is a party to any pending or
<br />threatened litigation, which arise out of or are related to (i) the incorrectness
<br />or breach of any of the representations, warranties, covenants or contracts
<br />of CONTRACTOR pertaining to Intellectual Property; or (ii) any Intellectual
<br />Property infringement, or any other type of actual or alleged infringement
<br />claim, arising out of COUNTY'S use, reproduction, manufacture, sale, offer
<br />to sell, distribution, import, export, modification, public and private
<br />performance/display, license, and disposition of the Intellectual Property
<br />made, conceived, derived from, or reduced to practice by CONTRACTOR
<br />or COUNTY and which result directly or indirectly from this CONTRACT.
<br />County of Orange Page 17 of 37 City of Santa Ana
<br />OC Community Resources Contract FYs 2020 AWSNSssional-MI Contract # 16-28-0039-RWS
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