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Community Partners
<br /> 22-10907
<br />Exhibit D
<br />Special Terms and Conditions
<br />
<br />Page 3 of 9
<br />3) For the purposes of the definition of Intellectual Property, “works” means all literary works,
<br />writings and printed matter including the medium by which they are recorded or
<br />reproduced, photographs, art work, pictorial and graphic representations and works of a
<br />similar nature, film, motion pictures, digital images, animation cells, and other audiovisual
<br />works including positives and negatives thereof, sound recordings, tapes, educational
<br />materials, interactive videos and any other materials or products created, produced,
<br />conceptualized and fixed in a tangible medium of expression. It includes preliminary and
<br />final products and any materials and information developed for the purposes of producing
<br />those final products. Works does not include articles submitted to peer review or reference
<br />journals or independent research projects.
<br />4) In the performance of this Agreement, Contractor will exercise and utilize certain of its
<br />Intellectual Property in existence prior to the effective date of this Agreement. In addition,
<br />under this Agreement, Contractor may access and utilize certain of CDPH’s Intellectual
<br />Property in existence prior to the effective date of this Agreement. Except as otherwise set
<br />forth herein, Contractor shall not use any of CDPH’s Intellectual Property now existing or
<br />hereafter existing for any purposes without the prior written permission of CDPH. Except
<br />as otherwise set forth herein, neither the Contractor nor CDPH shall give any
<br />ownership interest in or rights to its Intellectual Property to the other Party.If during
<br />the term of this Agreement, Contractor accesses any third-party Intellectual Property that is
<br />licensed to CDPH, Contractor agrees to abide by all license and confidentiality restrictions
<br />applicable to CDPH in the third-party’s license agreement.
<br />5) Contractor agrees to cooperate with CDPH in establishing or maintaining CDPH’s exclusive
<br />rights in the Intellectual Property, and in assuring CDPH’s sole rights against third parties
<br />with respect to the Intellectual Property. If the Contractor enters into any agreements or
<br />subcontracts with other parties in order to perform this Agreement, Contractor shall require
<br />the terms of the Agreement(s) to include all Intellectual Property provisions. Such terms
<br />must include, but are not limited to, the subcontractor assigning and agreeing to assign to
<br />CDPH all rights, title and interest in Intellectual Property made, conceived, derived from, or
<br />reduced to practice by the subcontractor, Contractor or CDPH and which result directly or
<br />indirectly from this Agreement or any subcontract.
<br />6) Contractor further agrees to assist and cooperate with CDPH in all reasonable respects,
<br />and execute all documents and, subject to reasonable availability, give testimony and take
<br />all further acts reasonably necessary to acquire, transfer, maintain, and enforce CDPH’s
<br />Intellectual Property rights and interests.
<br />B. Retained Rights / License Rights
<br />1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by
<br />Contractor or CDPH and which result directly or indirectly from this Agreement, Contractor
<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 Agreement. Contractor hereby grants to CDPH,
<br />without additional compensation, a permanent, non-exclusive, royalty free, paid-up,
<br />worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture,
<br />sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute,
<br />REV: 08-02-2023 RL
<br />ATTY/AGR.2023.197/Community Partners (Redwood City-North Fair Oaks ACH) (Page 26 of 34)
<br />DocuSign Envelope ID: EAA949E2-B24E-4424-8337-F0C148CD40C8
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