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confidentiality of any individual who provided information, the Grantee may do so without approval from the
<br /> Commission; however, any dissemination will include an acknowledgment of First 5 San Mateo County.
<br /> However, this Agreement shall otherwise preclude Grantees from using or marketing products developed or
<br /> originated for the Commission hereunder commercially or in any manner that generates revenue unless and until
<br /> the parties execute a marketing agreement.
<br /> All products, concepts, inventions, discoveries and improvements, however recorded, prepared or generated by
<br /> the Grantee in the performance of this Agreement shall be the exclusive property of the Commission and the
<br /> Commission reserves all rights, including but not limited to the copyrights. It is the Parties' intention that any
<br /> product or concept created by the Grantee under this Agreement be a Services for hire. The phrase "products,
<br /> concepts, inventions, discoveries and improvements" as used in the Agreement shall include, but will not be
<br /> limited to, documentation, findings, designs, reports, forms, evaluations, analyses, methods of analysis, videos,
<br /> images, diagrams, brochures, manuals, books, curricula, presentations, other writings, systems and software
<br /> developed related to the Services under this Agreement.
<br /> It shall be further presumed that any product, concepts, inventions, discoveries and improvements recorded,
<br /> prepared or generated by the Grantee during the term of this Agreement and related to this Agreement were
<br /> recorded, prepared or generated in the performance of this Agreement unless the Grantee is able to show by
<br /> documented proof that such product, invention, discovery or improvement was developed solely with the
<br /> Grantee's facilities or resources and is unrelated to this Agreement. If any product, invention, discovery or
<br /> improvement related to this Agreement shall be determined to be the property of the Grantee, the Commission
<br /> shall be granted a nonexclusive, irrevocable, royalty free license to use said product, invention, discovery or
<br /> improvement.
<br /> Failure to comply with the obligations of this provision shall constitute a material Breach of the Agreement.
<br /> Because the Parties agree that damages for violation of this provision would likely be difficult to ascertain and
<br /> calculate, the Grantee agrees to pay the Commission liquidated damages in the amount of $15,000 for each
<br /> violation of this provision. In addition, the Parties agree that a violation of this provision would result in irreparable
<br /> harm to the Commission.
<br /> 16. Compliance with Applicable Laws
<br /> All services to be performed by the Grantee pursuant to this Agreement shall be performed in accordance with
<br /> all applicable Federal, State and local laws and regulations, including but not limited to appropriate licensure,
<br /> certification regulations, confidentiality requirements and applicable quality assurance regulations.
<br /> 17. Alteration of Agreement
<br /> This Agreement, including exhibits and attachments included herewith and incorporated by reference, constitutes
<br /> the sole and entire Agreement of the Parties hereto and correctly states the rights, duties, and obligations of each
<br /> Party as of this document's date. Any prior agreement, promises, negotiations, or representations between the
<br /> Parties not expressly stated in this document are not binding. All subsequent modifications shall be in writing and
<br /> executed by the Parties.
<br /> 18. Notices
<br /> A. Unless First 5 San Mateo County is informed in writing, of any change as to the name and address for any
<br /> notice, request, demand or other communication required or permitted, that communication shall be deemed
<br /> to be properly given when deposited in the United States mail, postage prepaid, addressed:
<br /> 1 ) In the case of the Commission, to:
<br /> First 5 San Mateo County
<br /> 1700 S. El Camino Real, Suite 405
<br /> San Mateo, CA 94402
<br /> Phone: (650) 372-9500
<br /> REV: 09-23-16 RL
<br /> ATTY/AGR/2016.279/FIRST 5 SAN MATEO COUNTY — RC2020
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