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Community Partners <br /> 22-10907 <br />Exhibit D <br />Special Terms and Conditions <br /> <br />Page 4 of 9 <br />and dispose Contractor’s Intellectual Property with the right to sublicense through multiple <br />layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual <br />Property resulting from this Agreement, unless Contractor assigns all rights, title and <br />interest in the Intellectual Property as set forth herein. <br />2) Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from using any <br />ideas, concepts, know-how, methodology or techniques related to its performance under <br />this Agreement, provided that Contractor’s use does not infringe the patent, copyright, <br />trademark rights, license or other Intellectual Property rights of CDPH or third party, or <br />result in a breach or default of any provisions of this Exhibit or result in a breach of any <br />provisions of law relating to confidentiality. <br />C. Copyright <br />1) Contractor agrees that for purposes of copyright law, all works [as defined in Section a, <br />subparagraph (2)(a)] of authorship made by or on behalf of Contractor in connection with <br />Contractor’s performance of this Agreement shall be deemed “works made for hire”. <br />Contractor further agrees that the work of each person utilized by Contractor in connection <br />with the performance of this Agreement will be a “work made for hire,” whether that person <br />is an employee of Contractor or that person has entered into an agreement with Contractor <br />to perform the work. Contractor shall enter into a written agreement with any such person <br />that: (i) all work performed for Contractor shall be deemed a “work made for hire” under the <br />Copyright Act and (ii) that person shall assign all right, title, and interest to CDPH to any <br />work product made, conceived, derived from, or reduced to practice by Contractor or CDPH <br />and which result directly or indirectly from this Agreement. <br />2) All materials, including, but not limited to, visual works or text, reproduced or distributed <br />pursuant to this Agreement that include Intellectual Property made, conceived, derived <br />from, or reduced to practice by Contractor or CDPH and which result directly or indirectly <br />from this Agreement, shall include CDPH’s notice of copyright, which shall read in 3mm or <br />larger typeface: “© [Enter Current Year e.g., 2007, etc.], California Department of Public <br />Health. This material may not be reproduced or disseminated without prior written <br />permission from the California Department of Public Health.” This notice should be placed <br />prominently on the materials and set apart from other matter on the page where it appears. <br />Audio productions shall contain a similar audio notice of copyright. <br />D. Patent Rights <br />With respect to inventions made by Contractor in the performance of this Agreement, which did <br />not result from research and development specifically included in the Agreement’s scope of <br />work, Contractor hereby grants to CDPH a license as described under Paragraph b of this <br />provision for devices or material incorporating, or made through the use of such inventions. If <br />such inventions result from research and development work specifically included within the <br />Agreement’s scope of work, then Contractor agrees to assign to CDPH, without additional <br />compensation, all its right, title and interest in and to such inventions and to assist CDPH in <br />securing United States and foreign patents with respect thereto. <br /> <br />REV: 08-02-2023 RL <br />ATTY/AGR.2023.197/Community Partners (Redwood City-North Fair Oaks ACH) (Page 27 of 34) <br />DocuSign Envelope ID: EAA949E2-B24E-4424-8337-F0C148CD40C8