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California Department of Public Health - Special Terms and Conditions Exhibit D(F)
<br /> c. It is mutually agreed that if the Congress does not appropriate sufficient funds for the program, this
<br /> Agreement shall be amended to reflect any reduction in funds.
<br /> d. CDPH has the option to invalidate or cancel the Agreement with 30-days advance written notice or to
<br /> amend the Agreement to reflect any reduction in funds.
<br /> 10. 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 remain,
<br /> without additional compensation, the sole owner of any and all rights, title and interest in all Intellectual
<br /> Property, from the moment of creation, whether or not jointly conceived, that are made, conceived,
<br /> derived from, or reduced to practice by Contractor or CDPH and which result directly or indirectly from
<br /> this Agreement
<br /> (2) For the purposes of this Agreement, �ntellectual Property means recognized protectable rights and
<br /> interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications
<br /> for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations,
<br /> slogans, moral rights, right of publicity, author's rights, contract and licensing rights, works, mask
<br /> works, industrial design rights, rights of priority, know how, design flows, methodologies, devices,
<br /> business processes, developments, innovations, good will and all other legal rights protecting
<br /> intangible proprietary information as may exist now andlor here after come into existence, and all
<br /> renewals and extensions, regardless of whether those rights a�ise under the laws of the United States,
<br /> or any other state, country or jurisdiction.
<br /> (a) For the purposes of the definition of Intellectual Property, "works" means all literary works, writings
<br /> and printed matter includiny the medium by which they are recorded or reproduced, photographs,
<br /> art work, pictorial and graphic representations and works of a similar nature, film, motion pictures,
<br /> digital images, animation cells, and other audiovisual works including positives and negatives
<br /> thereof, sound recordings, tapes, educational materials, interactive vi�eos and any other materials
<br /> or products created, produced, conceptualized and fixed in a tangible medium of expression. ft
<br /> includes prefiminary and final products and any materials and information developed for the
<br /> purposes of pruducing those final products. Works does not includ2 articles submitted to peer
<br /> review or reference journals or independent research projects.
<br /> (3j In the performance of this Agreement, Contractor will exercise and utilize certain of its Intellectual
<br /> Property in existence prior to the effective date of this Agreement. In addition, under this Agreement,
<br /> Contractor may access and utilize certain of CDPH's intellectual Property in existence prior to the
<br /> effective date of this Agreement. Except as otherwise set forth herein, Contractor shall not use any of
<br /> CDPH's Intellectual Property now existing or hereafter existing for any purposes without the prior
<br /> written permission of CDPH. Except as otherwise set forth herein, neither the Contrector nor
<br /> CDPH snall give any ownership interest in or rights to its Intellectual Property to the other
<br /> Party. Ii during the term of this Agreement, Contractor accesses any third-party Intellectual Property
<br /> that is licensed to CDPH, Cor.tractor agrees to abide by all license and confidentiality restrictions
<br /> applicable to CDPH in the third-party's license agreement.
<br /> (4) Contrac?or agrees to cooperate with CDPH in establishing or maintaining CDPH's exclusive rights in
<br /> the Inte�lectual Property, and in assuring CDPH's sole rights against third parties with respect to the
<br /> Intellectu2l Property. If the Contractor enters into any agreements or subcontracts with other parties
<br /> !n order to pertorm this Agreement, Contractor shall require the termsof the Agreement(s) to include
<br /> all Intellectual Property provisions. Such terms must include, but are not limited to, the subcontractor
<br /> assigning and agreeing to assign to CDPH all rights, title and interest in Intellectual Property made,
<br /> conceived, derived from, or reduced to practice by the subcontractor, Contractor or CDPH and which
<br /> resutt directly or indirectly from this Agreement or any subcontract.
<br /> (5) Contractor further agrees to assist and cooperate with CDPH in aii reasonable respects, and execute
<br /> all documents and, subject to reasonable availability, give testimony and take all further acts
<br /> reasonably necessary to acquire, transfer, maintain, and enforce CDPH's Intellectual Property rights
<br /> and interests.
<br /> CDPH Exhibit D(F) (8/10) . Page 10 of 25
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