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and repayment by SUB -RECIPIENT to CITY of any unlawful expenditures. <br />§413. Federal, State and Local Taxes <br />Federal, State and local taxes shall be the responsibility of SUB -RECIPIENT as an <br />independent party and not as a CITY employee. <br />§414. Inventions, Patents and Copyrights <br />A. Reporting Procedure for Inventions <br />If any project produces any invention or discovery (Invention) patentable or <br />otherwise under title 35 of the U.S. Code, including, without limitation, <br />processes and business methods made in the course of work under this <br />Agreement, the SUB -RECIPIENT shall report the fact and disclose the <br />Invention promptly and fully to the CITY. The CITY shall report the fact and <br />disclose the Invention to the Grantor. Unless there is a prior agreement <br />between the CITY and the Grantor, the Grantor shall determine whether to seek <br />protection on the Invention. The Grantor shall determine how the rights in the <br />Invention, including rights under any patent issued thereon, will be allocated <br />and administered in orderto protectthe public interest consistentwith the policy <br />("Policy") embodied in the Federal Acquisition Regulations System, which is <br />based on Ch. 18 of title 35 U.S.C. Sections 200, at seq. (Pub. L. 95-517, Pub. <br />L. 98-620, 37 CFR part 401); Presidential Memorandum on Government Patent <br />Policy to the Heads of the Executive Departments and Agencies, dated <br />2/18/1983); and Executive Order 12591, 4/10/87, 52 FIR 13414, 3 CFR, 1987 <br />Comp., p. 220 (as amended by Executive Order 12618, <br />12/22/87, 52 FIR 48661, 3 CFR, 1987 Comp., p. 262). SUB -RECIPIENT hereby <br />agrees to be bound by the Policy, and will contractually require its personnel to <br />be bound by the Policy. <br />B. Rights to Use Inventions <br />CITY shall have an unencumbered right, and a non-exclusive, irrevocable, <br />royalty- free license, to use, manufacture, improve upon, and allow others to <br />do so for all government purposes, any Invention developed under this <br />Agreement. <br />C. Copyright Policy <br />Unless otherwise provided by the terms of the Grantor or of this Agreement, <br />when copyrightable material ("Material") is developed under this <br />Agreement, the author or the CITY, at the CITY'S discretion, may copyright <br />the Material. If the CITY declines to copyright the Material, the CITY shall <br />have an unencumbered right, and a non-exclusive, irrevocable, royalty- free <br />license, to use, manufacture, improve upon, and allow others to do so for <br />all government purposes, any Material developed under this Agreement. <br />2. The Grantor shall have an unencumbered right, and a non-exclusive, <br />irrevocable, royalty -free license, to use, manufacture, improve upon, and <br />28 <br />