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Community Partners
<br /> 22-10907
<br />Exhibit D
<br />Special Terms and Conditions
<br />
<br />Page 2 of 9
<br />1. Cancellation
<br />
<br />A. This agreement may be cancelled by CDPH without cause upon 30 calendar days advance
<br />written notice to the Contractor.
<br />B. CDPH reserves the right to cancel or terminate this agreement immediately for cause. The
<br />Contractor may submit a written request to terminate this agreement only if CDPH substantially
<br />fails to perform its responsibilities as provided herein.
<br />
<br />C.The term “for cause” shall mean that the Contractor fails to meet the terms, conditions, and/or
<br />responsibilities of this agreement.
<br />
<br />D.Agreement cancellation or termination shall be effective as of the date indicated in CDPH’s
<br />notification to the Contractor. The notice shall stipulate any final performance, invoicing or
<br />payment requirements.
<br />
<br />E. Upon receipt of a notice of cancellation or termination, the Contractor shall take immediate
<br />steps to stop performance and to cancel or reduce subsequent agreement costs.
<br />
<br />F. In the event of early cancellation or termination, the Contractor shall be entitled to
<br />compensation for services performed satisfactorily under this agreement and expenses
<br />incurred up to the date of cancellation and any non-cancelable obligations incurred in support
<br />of this agreement.
<br />
<br />2. Intellectual Property Rights
<br />A. Ownership
<br />1) Except where CDPH has agreed in a signed writing to accept a license, CDPH shall be and
<br />remain, without additional compensation, the sole owner of any and all rights, title and
<br />interest in all Intellectual Property, from the moment of creation, whether or not jointly
<br />conceived, that are made, conceived, derived from, or reduced to practice by Contractor or
<br />CDPH and which result directly or indirectly from this Agreement.
<br />2) For the purposes of this Agreement, Intellectual Property means recognized protectable
<br />rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service
<br />marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos,
<br />insignia, color combinations, slogans, moral rights, right of publicity, author’s rights,
<br />contract and licensing rights, works, mask works, industrial design rights, rights of priority,
<br />know how, design flows, methodologies, devices, business processes, developments,
<br />innovations, good will and all other legal rights protecting intangible proprietary information
<br />as may exist now and/or here after come into existence, and all renewals and extensions,
<br />regardless of whether those rights arise under the laws of the United States, or any other
<br />state, country or jurisdiction.
<br />REV: 08-02-2023 RL
<br />ATTY/AGR.2023.197/Community Partners (Redwood City-North Fair Oaks ACH) (Page 25 of 34)
<br />DocuSign Envelope ID: EAA949E2-B24E-4424-8337-F0C148CD40C8
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