Agmt22 Association of Bay Area Gov. (ABAG)

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Association of Bay Area Governments 19-REAP-13915 Page 8 of 9 (Rev. 5/28/2020) EXHIBIT D Regional Early Action Planning Grants (REAP) NOFA Date: October 10, 2019 Approved Date: March 30, 2020 Prep. Date: (date inserted by Contract Manager when each SA is created) 1) Work: The work to be directly or indirectly produced by the Grantee, its employees, or by and of the Grantee’s contractor’s, subcontractor’s and/or sub-recipient’s employees under this Agreement. 2) Work Product: All deliverables created or produced from Work under this Agreement including, but not limited to, all Work and Deliverables conceived or made, either solely or jointly with others during the term of this Agreement and during a period of six months after the termination thereof, which relates to the Work commissioned or performed under this Agreement. Work Product includes all deliverables, inventions, innovations, improvements, or other works of authorship Grantee and/or Grantee’s contractor subcontractor and/or sub-recipient may conceive of or develop in the course of this Agreement, whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection. 3) Inventions: Any ideas, methodologies, designs, concept, technique, invention, discovery, improvement or development regardless of patentability made solely by the Grantee or jointly with the Grantee’s contractor, subcontractor and/or sub- recipient and/or Grantee’s contractor, subcontractor, and/or sub-recipient’s employees with one or more employees of the Department during the term of this Agreement and in performance of any Work under this Agreement, provided that either the conception or reduction to practice thereof occurs during the term of this Agreement and in performance of Work issued under this Agreement. B. Ownership of Work Product and Rights 1) All Work Products derived by the Work performed by the Grantee, its employees or by and of the Grantee's contractor's, subcontractor's and/or sub-recipient's employees under this Agreement, shall be owned jointly by the Department, Grantee, and any of Grantee’s sub-recipients (“joint owners”), and shall be considered to be works made for hire by the Grantee and the Grantee's contractor, subcontractor and/or subrecipient for the Department for the benefit of the joint owners. The joint owners shall jointly own all copyrights in the work product. 2) Grantee, its employees and all of Grantee's contractor's, subcontractor's and sub-recipient's employees agree to perpetually assign, and upon DocuSign Envelope ID: 8A67B327-8D8D-41F3-A9AA-0E6612310575