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California Department of Public Health - Special Terms and Conditions Exhibit D(F)
<br /> Property made, conceived, derived from, or reduced to practice by Contractor or CDPH and which
<br /> result directly or indirectly from this Agreement. This indemnity obligation shall apply irrespective of
<br /> whether the infringement claim is based on a patent, trademark or copyright registration that issued
<br /> after the effective date of this Agreement. CDPH reserves the right to participate in and/or control, at
<br /> Contractor's expense, any such infringement action brought against CDPH.
<br /> (2) Should any Intellectual Property licensed by the Contractor to CDPH under this Agreement become
<br /> the subject of an Intellectual Property infringement claim, Contractor will exercise its authority
<br /> reasonably and in good faith to preserve CDPH's right to use the licensed Intellectual Property in
<br /> accordance with this Agreement at no expense to CDPH. CDPH shall have the right to monitor and
<br /> appear through its own counsel (at Contractor's expense) in any such claim or action. In the defense
<br /> or settlement of the claim, Contractor may obtain the right for CDPH to continue using the licensed
<br /> Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or
<br /> modified Intellectual Property becomes non-infringing provided that such replacement or modification
<br /> is functionally equivalent to the original licensed Intellectual Property. If such remedies are not
<br /> reasonably available, CDPH shall be entitled to a refund of all monies paid under this Agreement,
<br /> without restriction or limitation of any other rights and remedies available at law or in equity.
<br /> (3) Contractor agrees that damages alone would be inadequate to compensate CDPH for breach of any
<br /> term of this Intellectual Property Exhibit by Contractor. Contractor acknowledges CDPH would suffer
<br /> irreparable harm in the event ef such breach and agrees CDPH shall be entitled to obtain equitable
<br /> relief, inGuding without limitation an injunction from a court of competent jurisdictio�, without
<br /> restriction or limitatiort of any other rights and remedies available at law or fn equity.
<br /> h. Federal Funding
<br /> In any agreement funded in whole or �n part by the federal govemment, CDPH may acquire and maintain
<br /> � the intellectua! Property rights, ti±;E, end ownership, which results directly or indirectly frorn the Agreement;
<br /> , except as provided in �7 Code �t Federal Regulations part 401.14; however, the federal government shall
<br /> have a noi,�e:cclusive, rrentansferable, irrevocable, paid-up license throughout the warld ko use,_duplicate,
<br /> or dispose c! such lnte'lectual Property th;oughout the w�rld in any manner for governmen±al purposes
<br /> and to have and permi? cth�rs to do s�.
<br /> i. Survival
<br /> i The provisions sef forth herein shall survive any terminatic�n or expiration of this Agreement or any project
<br /> schedule.
<br /> 11. Air or Water Pollution Requirements
<br /> Any federally funded ayreement andlor subcontract in excess of $100,000 must comp!y with the Tollowing
<br /> provisions unless said agreement is exerr.pt under 40 CFR 15.5.
<br /> a. Government contractors agree to cumply with all applicable standards, orders, or requirements issued
<br /> under section 305 of the Clean Air Act [42 U.S.C. 1857(h)], section 508 of the Clean Water Act (33 U.S.C.
<br /> 1368), Executive Order 11738, and Emiironmental Protection Agency regulations (40 CFR part 15).
<br /> b. Institutions of higher education, hospitals, nonprofit organizations and commercial businesses agree to
<br /> comply with all applicable atandards, orders, or requirements issued under the Clean Air Act (42 U.S.C.
<br /> 7401 et seq.), as amended, and !he Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as
<br /> amended.
<br /> 12. Prior Approval of Training Seminars, Workshops or Conferences
<br /> Cont�actor shall obtain prior CDPH approval of the location, costs, dates, agenda, instructors, instructional
<br /> materials, and attendees at any reimbursable training seminar, workshop, or conference conducted pursuant
<br /> to this Agreement and of any reimbursable publicity or educational materials to be made available for
<br /> distribution. The Contractor shall acknowledge the support of the State whenever publicizing the work under
<br /> this Agreement in any media. This provision does not apply to necessary staff meetings or training sessions
<br /> held for the staff of the Contractor or Subcontractor to conduct routine business matters.
<br /> CDPH Exhibit D(F) (8/10) Page 13 of 25
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