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Docusign Envelope ID:47944A80-A4B5-4D6E-A49F-D09539A7EDB3
<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 /> 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 /> County of Orange MA-012-25010265 Page 38 of 54
<br /> OC Community Resources Regional Workforce Training Services
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