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California Department of Public Health - Special Terms and Conditions Exhibit D(F)
<br /> Contractor's performance of this Agreement, Contractor shall obtain a license under terms acceptable to
<br /> CDPH.
<br /> f. Warranties
<br /> (1) Contractor represents and warrants that:
<br /> (a) It is free to enter into and fully perform this Agreement.
<br /> (b) It has secured and will secure all rights and licenses necessary for its performance of this
<br /> Agreement
<br /> (c) Neither Contractor's performance of this Agreement, nor the exercise by either Party of the rights
<br /> granted in this Agreement, nor any use, reproduction, manufacture, sale, offer to sell, imp�rt,
<br /> export, modifcation, public and private display/performance, distribution, and disposition of the
<br /> Intellectual Property made, conceived, derived from, or reduced to practice by Contractor or
<br /> CDPH and which result dir'ectly or indirectly from this Agreement will infringe upon or violate any
<br /> Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any
<br /> third-party or entity now existing under the laws of, or hereafter existing or issued by, any state,
<br /> the United States, or a�y foreign country. There is currently no actual or threatened daim by any
<br /> such third party based on an alleged vioiation of any such right by Contractor.
<br /> (d) Neither Contractor's performance nor any part of its performance will violate the right of privacy of,
<br /> or constitute a libel or slander against any person or entity.
<br /> (e) It has secured and will secure all rights and licenses necessary for Intellectual Property including,
<br /> i but not Pmited to, consents, waivers or releases from all authors of music or pertormances used,
<br /> and tf lent (radfo, television and motion picture talent), owners of any interest in and to real estate,
<br /> sites, b�2flO!�S, FroF?Ity Of Frops that may be used or shown.
<br /> � (� It has not ,rartcd and shall not grant to any person or entity any right that would or might
<br /> derogate, ern�urr�ber, or ir�ierfere with any of the riyhts granted to CDPH in Jhis Agreement.
<br /> � (g) It has apprcp�iat° systerns and controls in pl�ce ,o ensure that state funds w�ll not be used in the
<br /> ; perfermance of this Agreement for the acquisition, eperation or maintenance of computer
<br /> software i.n, violation of copyright laws.
<br /> (h) !t has no knowledge of an;� eutstanding claims, licenses or other charges, liens, or encumbrances
<br /> of any kind or nature whatsoever that c;ould affect in any way Contractor's performance of this
<br /> Agreement
<br /> (2) CDPH iJIAKES tJ0 V'JAP.i-ZANTY THAT THE tNTELLECTUAL PROPERTY RESULTWG FROM THIS
<br /> AGREEMENT DOES NGT INFFtINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE
<br /> LIKE, NQW EXISTING QR SUBSEQUENTLY ISSUED.
<br /> g. Intellectual Property Indemnity
<br /> (� ) Contractor shall indemnify, defend and hold harmless CDPH and its licensees and assignees, and its
<br /> officers, directors, employees, agents, representatives, successors, and users of its products,
<br /> ("Indemnitees") from and against all claims, actions, damages, losses, liabilities (or actions or
<br /> proceedings with respect to any thereo�, whether or not rightful, arising from any and all actions or
<br /> claims by any third party or expenses related thereto (including, but not limited to, all legal expenses,
<br /> court costs, and attomey's fees incurred in investigating, preparing, serving as a witness in, or
<br /> defending against, any such claim, action, or proceeding, commenced or threatened) to which any of
<br /> the Indemnitees may be subject, whether or not Contractor is a party to any pending or threatened
<br /> litigation, which arise out of or are related to (i) the incorrectness or breach of any of the
<br /> representations, warranties, covenants or agreements of Contractor pertaining to Irtellectuai Property;
<br /> or (ii) any Intellectual Property infringement, o� any other type of actual or alleged infringement claim,
<br /> arising out of CDPH's use, reproduction, manufacture, sale, offer to sell, distribution, import, export,
<br /> modification, public and private performance/display, license, and disposition of the Intellectual
<br /> � CDPH Exhibit D(F) (8/70) Page 12 of 25
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