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EXHIBIT 1
<br />not be used in the performance of this Contract for the acquisition, operation or maintenance
<br />of computer software in violation of copyright laws.
<br />g. Subrecipient has no knowledge of any outstanding claims, licenses or other charges, liens
<br />or encumbrances of any kind or nature whatsoever that could affect in any way
<br />Subrecipient's performance of this Contract.
<br />ii. COUNTY MAKES NO WARRANTY THAT THE INTELLECTUAL PROPERTY
<br />RESULTING FROM THIS CONTRACT DOES NOT INFRINGE UPON ANY PATENT,
<br />TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY
<br />ISSUED.
<br />H. Intellectual Property Indemnity:
<br />i. Subrecipient shall indemnify, defend and hold harmless County and its licensees and assignees,
<br />elected and appointed officials, officers, directors, employees, agents, representatives, successors,
<br />and users of its products, ("Indemnitees") from and against all claims, actions, damages, losses,
<br />liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising
<br />from any and all actions or claims by any third party or expenses related thereto (including, but not
<br />limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing,
<br />serving as a witness in, or defending against, any such claim action, or proceeding, commenced or
<br />threatened) to which any of the Indemnitees may be subject, whether or not Subrecipient is a party
<br />to any pending or threatened litigation, which arise out of or are related to:
<br />a. The incorrectness or breach of any of the representations, warranties, covenants or
<br />agreements of Subrecipient pertaining to Intellectual Property; or,
<br />b. Any Intellectual Property infringement, or any other type of actual or alleged
<br />infringement claim, arising out of County's use, reproduction, manufacture, sale, offer to
<br />sell, distribution, import, export, modification, public and private performance/display,
<br />license, and disposition of the Intellectual Property made, conceived, derived from, or
<br />reduced to practice by Subrecipient or County and which result directly or indirectly from
<br />this Contract. This indemnity obligation shall apply irrespective of whether the infringement
<br />claim is based on a patent, trademark or copyright registration that was issued after the
<br />effective date of this Contract. County reserves the right to participate in and/or control, at
<br />Subrecipient's expense, any such infringement action brought against County.
<br />ii. Should any Intellectual Property licensed by the Subrecipient to County under this Contract
<br />become the subject of an Intellectual Property infringement claim Subrecipient will exercise its
<br />authority reasonably and in good faith to preserve County's right to use the licensed Intellectual
<br />Property in accordance with this Contract at no expense to County. County shall have the right to
<br />monitor and appear through its own counsel (at Subrecipient's expense) in any such claim or
<br />action. In the defense or settlement of the claim, Subrecipient may obtain the right for County to
<br />continue using the licensed intellectual Property or, replace or modify the licensed Intellectual
<br />Property, so that the replaced or modified Intellectual Property becomes non -infringing provided
<br />that such replacement or modification is functionally equivalent to the original licensed Intellectual
<br />Property. If such remedies are not reasonably available, County may be entitled to a refund of all
<br />County of Orange MA-012-25010265 Page 38 of 54
<br />OC Community Resources Regional Workforce Training Services
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