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15.Intellectual Property: Except where CDPH has agreed in a signed writing to accept a license, CDPH shall be
<br />and remain, without additional compensation, the sole owner of any and all rights, title and interest in all
<br />Intellectual Property, from the moment of creation, whether or not jointly conceived, that are made,
<br />conceived, derived from, or reduced to practice by Grantee or CDPH and which result directly or indirectly
<br />from this Agreement. Grantee assigns to CDPH all rights, title and interest in Intellectual Property made,
<br />conceived, derived from, or reduced to practice by Grantee with grant funds. Grantee further agrees to assist
<br />and cooperate with CDPH in all reasonable respects, and execute all documents and, subject to reasonable
<br />availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and
<br />enforce CDPH’s Intellectual Property rights and interests. For the purposes of this Agreement, Intellectual
<br />Property means recognized protectable rights and interest such as: patents, (whether or not issued)
<br />copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade
<br />dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author’s rights, contract and
<br />licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows,
<br />methodologies, devices, business processes, developments, innovations, good will and all other legal rights
<br />protecting intangible proprietary information as may exist now and/or here after come into existence, and all
<br />renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any
<br />other state, country or jurisdiction. For the purposes of the definition of Intellectual Property, “works” means
<br />all literary works, 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 similar nature, film,
<br />motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives
<br />thereof, sound recordings, tapes, educational materials, interactive videos and any other materials or
<br />products created, produced, conceptualized and fixed in a tangible medium of expression. It includes
<br />preliminary and 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 journals or
<br />independent research projects.
<br />16.Incorporation of CDPH Agreement: Grantee agrees to comply fully with Exhibit D (Special Terms and
<br />Conditions) and Exhibit E (Additional Provisions) of the CDPH Agreement, copies of which are attached hereto
<br />as Appendix 4 and the provisions of the same are hereby incorporated into and shall be a part of this
<br />Agreement. Each reference in the same to “Contractor” shall refer instead to Grantee.
<br />17.Dispute Resolution: This Agreement has been negotiated, executed, and delivered and will be performed in
<br />the State of California and shall be governed by and construed in accordance with its laws. Any dispute
<br />between the parties related to this Agreement shall be resolved exclusively by arbitration, which shall be held
<br />in Los Angeles, California, and conducted in accordance with the Rules of the American Arbitration
<br />Association. The award of arbitration shall be final and non-appealable and may be entered as a judgment in
<br />any court having jurisdiction. Each party shall bear its own expenses of the arbitration, and the arbitrator’s
<br />fees shall be shared equally.
<br />18.Entire Agreement: This agreement constitutes the entire agreement of the parties with respect to its subject
<br />matter and supersedes any and all prior written or oral agreements or understandings with respect to the
<br />subject matter hereof. This agreement may not be amended or modified except in writing signed by both
<br />parties.
<br />REV: 08-02-2023 RL
<br />ATTY/AGR.2023.197/Community Partners (Redwood City-North Fair Oaks ACH) (Page 4 of 34)
<br />DocuSign Envelope ID: EAA949E2-B24E-4424-8337-F0C148CD40C8
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