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Docusign Envelope ID:47944A80-A4B5-4D6E-A49F-D09539A7EDB3
<br /> v.Pursuant to(B)(iv)of the Intellectual Property Paragraph of this Contract,the requirement for
<br /> the Subrecipient to include all Intellectual Property Paragraph provisions(A)through(I)of the
<br /> Intellectual Property Paragraphs in all contracts and subcontracts it enters into with other parties
<br /> does not apply to contracts or subcontracts that are for customized and on-the-job training as
<br /> authorized under 20 CFR 680.700-840.
<br /> vi. Subrecipient further agrees to assist and cooperate with County in all reasonable respects,and
<br /> execute all documents and,subject to reasonable availability, give testimony and take all further
<br /> acts reasonably necessary to acquire,transfer,maintain, and enforce County's Intellectual Property
<br /> rights and interests.
<br /> C.Retained Rights/License Rights:
<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 /> County of Orange MA-012-25010265 Page 36 of 54
<br /> OC Community Resources Regional Workforce Training Services
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