ORANGE, COUNTY OF (OC COMMUNITY RESOURCES) (2)

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Docusign Envelope ID:3E4F6E0C-EB27-4F7C-B2B2-441513526D6C8 all work performed for Subrecipient shall be deemed a"work made for hire"under the Copyright Act and(ii)that person shall assign all right,title,and interest to County to any work product made,conceived,derived from or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract. ii.All materials, including,but not limited to,computer software,visual works or text,reproduced or distributed pursuant to this Contract that include Intellectual Property made, conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract may not be reproduced or disseminated without prior written permission from County. E.Patent Rights: With respect to inventions made by Subrecipient in the performance of this Contract,which did not result from research and development specifically included in the Contract's Scope of Services, Subrecipient hereby grants to County a license as described under Intellectual Property Paragraph(C)for devices or material incorporating, or made through the use of such inventions.If such inventions result from research and development work specifically included within the Contract's Scope of Services,then Subrecipient agrees to assign to County,without additional compensation,all its right,title and interest in and to such inventions and to assist County in securing United States and foreign patents with respect thereto. F. Third Party Intellectual Property: Except as provided herein, Subrecipient agrees that its performance of this Contract shall not be dependent upon or include any Intellectual Property of Subrecipient or third party without first: (i) obtaining County's prior written approval; and(ii)granting to or obtaining for County's,without additional compensation,a license, as described in Intellectual Property Paragraph(C)for any of Subrecipient's or third-party's Intellectual Property in existence prior to the effective date of this Contract. If such a license upon these terms is unattainable,and County determines that the Intellectual Property should be included in or is required for Subrecipient's performance of this Contract, Subrecipient shall obtain a license under terms acceptable to County. G. Warranties: i. Subrecipient represents and warrants that: a. Subrecipient has secured and will secure all rights and licenses necessary for its performance of this Contract. b.Neither Subrecipient's performance of this Contract, nor the exercise by either Party of the rights granted in this Contract, nor any use,reproduction,manufacture, sale, offer to sell, import,export,modification,public and private display/performance, distribution,and disposition of the Intellectual Property made,conceived, derived from, or reduced to practice by Subrecipient or County and which result directly or indirectly from this Contract will infringe upon or violate any Intellectual Property right,non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by,any State,the United States,or any foreign country. There County of Orange MA-012-25010267 Page 37 of 54 OC Community Resources Regional Workforce Consulting Services