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Docusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-4415B526D6C8
<br /> Contract(s)to include all Intellectual Property Paragraph provisions of this Contract(A)through
<br /> (I). Such terms must include, but are not limited to,the subcontractor assigning and agreeing to
<br /> assign to County all rights,title and interest in Intellectual Property made,conceived,derived
<br /> from,or reduced to practice by the subcontractor, Subrecipient or County and which result directly
<br /> or indirectly from this Contract or any subcontract.
<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 /> County of Orange MA-012-25010267 Page 36 of 54
<br /> OC Community Resources Regional Workforce Consulting Services
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