|
EXHIBIT 1
<br />i. Except for Intellectual Property made, conceived, derived from, or reduced to practice by
<br />Subrecipient or County and which result directly or indirectly from this Contract, Subrecipient
<br />shall retain title to all of its Intellectual Property to the extent such Intellectual Property is in
<br />existence prior to the effective date of this Contract. Subrecipient hereby grants to County, without
<br />additional compensation, a permanent, non-exclusive, royalty free, paid -up, worldwide,
<br />irrevocable, perpetual, non -terminable license to use, reproduce, manufacture, sell, offer to sell,
<br />import, export, modify, publicly and privately display/perform, distribute, and dispose of
<br />Subrecipient's Intellectual Property with the right to sublicense through multiple layers, for any
<br />purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this
<br />Contract, unless Subrecipient assigns all rights, title and interest in the Intellectual Property as set
<br />forth herein.
<br />ii. Nothing in this provision shall restrict, limit, or otherwise prevent Subrecipient from using any
<br />ideas, concepts, know-how, methodology or techniques related to its performance under this
<br />Contract, provided that Subrecipient's use does not infringe the patent, copyright, trademark rights,
<br />license or other Intellectual Property rights of County or third party, or result in a breach or default
<br />of any provisions of the Intellectual Property Paragraphs (A) through (I) or result in a breach of
<br />any provisions of law relating to confidentiality.
<br />D. Copyright:
<br />i. Subrecipient agrees that for purposes of copyright law, all works (as defined in Ownership,
<br />Intellectual Property Paragraph (B)(ii) of authorship made by or on behalf of Subrecipient in
<br />connection with Subrecipient's performance of this Contract shall be deemed "works made for
<br />hire." Subrecipient further agrees that the work of each person utilized by Subrecipient in
<br />connection with the performance of this Contract will be a "work made for hire," whether that
<br />person is an employee of Subrecipient or that person has entered into a contract with Subrecipient
<br />to perform the work. Subrecipient shall enter into a written Contract with any such person that (i)
<br />all work performed for Subrecipient shall be deemed a "work made for hire" under the Copyright
<br />Act and (ii) that person shall assign all right, title, and interest to County to any work product
<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. All materials, including, but not limited to, computer software, visual works or text, reproduced
<br />or distributed pursuant to this Contract that include Intellectual Property made, conceived, derived
<br />from, or reduced to practice by Subrecipient or County and which result directly or indirectly from
<br />this Contract may not be reproduced or disseminated without prior written permission from
<br />County.
<br />E. Patent Rights:
<br />With respect to inventions made by Subrecipient in the performance of this Contract, which did not result
<br />from research and development specifically included in the Contract's Scope of Services, Subrecipient
<br />hereby grants to County a license as described under Intellectual Property Paragraph (C) for devices or
<br />material incorporating, or made through the use of such inventions. If such inventions result from
<br />research and development work specifically included within the Contract's Scope of Services, then
<br />Subrecipient agrees to assign to County, without additional compensation, all its right, title and interest in
<br />and to such inventions and to assist County in securing United States and foreign patents with respect
<br />County of Orange MA-012-25010265 Page 36 of 54
<br />OC Community Resources Regional Workforce Training Services
<br />
|