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EXHIBIT 1 <br />thereto. <br />F. Third Party Intellectual Property: <br />Except as provided herein, Subrecipient agrees that its performance of this Contract shall not be <br />dependent upon or include any Intellectual Property of Subrecipient or third party without first: (i) <br />obtaining County's prior written approval; and (ii) granting to or obtaining for County's, without <br />additional compensation, a license, as described in Intellectual Property Paragraph (C) for any of <br />Subrecipient's or third-party's Intellectual Property in existence prior to the effective date of this <br />Contract. If such a license upon these terms is unattainable, and County determines that the Intellectual <br />Property should be included in or is required for Subrecipient's performance of this Contract, <br />Subrecipient shall obtain a license under terms acceptable to County. <br />G. Warranties: <br />i. Subrecipient represents and warrants that: <br />a. Subrecipient has secured and will secure all rights and licenses necessary for its <br />performance of this Contract. <br />b. Neither Subrecipient's performance of this Contract, nor the exercise by either Party of <br />the rights granted in this Contract, nor any use, reproduction, manufacture, sale, offer to sell, <br />import, export, modification, public and private display/performance, distribution, and <br />disposition of the Intellectual Property made, conceived, derived from, or reduced to <br />practice by Subrecipient or County and which result directly or indirectly from this Contract <br />will infringe upon or violate any Intellectual Property right, non -disclosure obligation, or <br />other proprietary right or interest of any third -party or entity now existing under the laws of, <br />or hereafter existing or issued by, any State, the United States, or any foreign country. There <br />are currently no actual or threatened claims by any such third party based on an alleged <br />violation of any such right by Subrecipient. <br />c. Neither Subrecipient's performance nor any part of its performance will violate the right <br />of privacy of or constitute a libel or slander against any person or entity. <br />d. Subrecipient has secured and will secure all rights and licenses necessary for Intellectual <br />Property including, but not limited to, consents, waivers or releases from all authors of <br />music or performances used, and talent (radio, television and motion picture talent), owners <br />of any interest in and to real estate, sites locations, property or props that may be used or <br />shown. <br />e. Subrecipient has not granted and shall not grant to any person or entity any right that <br />would or might derogate, encumber, or interfere with any of the rights granted to County in <br />this Contract. <br />f. Subrecipient has appropriate systems and controls in place to ensure that State funds will <br />County of Orange MA-012-25010265 Page 37 of 54 <br />OC Community Resources Regional Workforce Training Services <br />