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EXHIBIT 1
<br />services under this Contract shall not be increased except by written amendment of this Contract
<br />indicating the new services and price of this Contract if applicable. Until the Parties reach agreement,
<br />Subrecipient shall not be obligated to assume increased performance under the anticipated amendment
<br />beyond the limitation of funds established within this Contract.
<br />C. Subrecipient may request changes in the scope of performance or services under this Contract, by
<br />submitting a written request to the County's Project Manager describing the request and its impact on the
<br />Scope of Services and Budget Schedule. The County's Project Manager will review the request and
<br />respond in writing within ten (10) business days. The County's Project Manager's decision whether to
<br />approve the request or request Board of Supervisors' approval shall be final. The Contract Administrator
<br />may approve a request that meets all of the following criteria:
<br />i. It does not materially change the terms of this Contract, and
<br />ii. It is supported by adequate consideration to County.
<br />Board of Supervisors' action is necessary to approve a request from Subrecipient that does not satisfy all
<br />of the criteria listed above.
<br />19. Intellectual Property
<br />A. Federal Funding:
<br />In any Contract funded in whole or in part by the Federal government, County may acquire and maintain
<br />the Intellectual Property rights, title, and ownership, which result directly or indirectly from the Contract,
<br />except as provided in 37 Code of Federal Regulations Part 401.14. Subrecipient agrees to grant the
<br />County, Federal and State governments a royalty -free, non-exclusive, irrevocable, paid -up license
<br />throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in
<br />any manner for governmental purposes and to have and permit others to do so.
<br />B. Ownership:
<br />i. Except where County has agreed in a signed writing to accept a license, County shall be and
<br />remain, without additional compensation, the sole owner of any and all rights, title and interest in
<br />all intellectual property, from the moment of creation, whether or not jointly conceived, that are
<br />made, conceived, derived from, or reduced to practice by Subrecipient or County and which result
<br />directly or indirectly from this Contract.
<br />ii. For the purposes of this Contract, Intellectual Property means recognized protectable rights and
<br />interest such as: patents, (whether or not issued) copyrights, trademarks, service marks,
<br />applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color
<br />combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing
<br />rights, works, mask works, industrial design rights, rights of priority, know how, design flows,
<br />methodologies, devices, business processes, developments, innovations, good will, any data or
<br />information maintained, collected or stored in the ordinary course of business by County, and all
<br />other legal rights protecting intangible proprietary information as may exist now and/or hereafter
<br />come into existence, and all renewals and extensions, regardless of whether those rights arise under
<br />the laws of the United States, or any other State, country or jurisdiction.
<br />County of Orange MA-012-25010265 Page 34 of 54
<br />OC Community Resources Regional Workforce Training Services
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