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California Department of Public Health - Special Terms and Conditions Exhibit D(F)
<br /> b. Retained Rights / License Rights
<br /> (1) Except for Intellectual Property made, conceived, derived from, or reduced to practice by Contractor
<br /> or CDPH and which result directly or indirectly from this Agreement, Contractor shall retain title to all
<br /> of its Intellectual Property to the extent such Intellectual Property is in existence prior to the effective
<br /> date of this Agreement. Contractor hereby grants to CDPH, without additional compensation, a
<br /> permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable
<br /> license to use, reproduce, manufacture, sell, offer to sell, import export, modify, publicly and privately
<br /> display/pertorm, distribute, and dispose Contractor's Intellectual Property with the right to sublicense
<br /> through multiple 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 interest in the
<br /> Intellectual Property as set forth herein.
<br /> (2) Nothing in this provision shall restrict, limit, or otherwise prevent Contractor from using any ideas,
<br /> concepts, know-how, methodology or techniques related to its performance under this Agreement,
<br /> provided that Contractor's use does not infringe the patent, copyright, trademark rights, license or
<br /> other Intellectual Property rights of CDPH or third party, or result in a breach or default of any
<br /> provisions of this Exhibit or result in a breach of any provisions of law relating to confidentiality.
<br /> c. Copyright
<br /> (1) Contractor agrees that for purposes of copyright law, all works [as defined in Paragraph a,
<br /> subparagraph (2)(a) of this provision] of authorship made by or on behalf of Contractor in connection
<br /> with Contr�ctor's pertormance of this Agreement shall be deemed "works made for hire". Contractor
<br /> , further ayrees that the work of each person utilized by Contractor in connection with the performance
<br /> ; of thfs Agreement wili be a"work made for hire," whether that person is an employee of Contractor or
<br /> that pe�son has entered into an agreement with Contractor to perform the work. Contractor shall
<br /> enter into a written agreement H�ith any such person that: (i1 all work performed for Contrector shall be
<br /> deemed a"work made for h!re" under the Copyright Act and /ii) that person st�all assign aL' right, title,
<br /> and interest to CDPH to any work product made, conceived, derived from, or reduced to practice by
<br /> Contract�r or CDPH and which resuit directiy or ind�rectly from this Agreement.
<br /> , (2) ,411 mate�ials, including, bid not limited to, �isuai works oY text, reproduced or distributed pursuant to
<br /> this Agre�ment ihtrt include Intellectual Property made, conceived, derived from, or reduced to
<br /> , practice by Contractor or CDPH and which resuit directly or indirectly from this Agreernent, shall
<br /> include CDPH's notice of copyright, which shall read in 3mm or larger typeface: "�O (Enter Current
<br /> Year e.y., 2G07, etc_], Department of Public Health. This material may not be reproduced or
<br /> disseminated without prior written permission from the Department of Public Health." This notice
<br /> should he placed prominently on the rnaterials and set apart from other matter on the page where it
<br /> appears. Audo productions shall contain a similar audio notice of copyright.
<br /> d. Palent Rights
<br /> With respect to invantions made by Contractor in the performance of this Agreement, which did not result
<br /> from research and development specifically included in the Agreement's scope of work, Contractor hereby
<br /> grants to CDPH a license as described under Section b of this provision for devices or material
<br /> incorporating, or made through the use of such inventions. If such inveniions result from research and
<br /> developmer�t work specifically included within the AgreemenYs scope of work, then Contractor agrees to
<br /> assign to CDPH, without additional compensation, all its right, title and interest in and to such inventions
<br /> and to assist CDPH in securing United States and foreign patents with respect thereto.
<br /> e. Third-Party Intellectual Property
<br /> Except as provided herein, Contractor agrees that its performance of this Agreement shall not be
<br /> dependent upon or include any Intellectual Property of Contractor or third party without first: (i) obtaining
<br /> CDPH's prior written approval; and (ii) granting to or obtaining for CDPH, without additior�al compensation,
<br /> a license, as described in Section b of this provision, for any of Contractor's or third-party's Intellectual
<br /> Property in existence prior to the effective date of this Agreement. If such a license upon the these terms
<br /> is unattainable, and CDPH determi�es that the Intellectual Property should be included in or is required for
<br /> CDPH Exhibit D(F) (8/10) Page 11 of 25
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