Orange County NC Website
GRANT AWARD <br />AGREEMENT <br />Page 4 <br />6.Ownership of Intellectual Property: It is expressly agreed that all documents,records, <br />reports, publications, sketches, designs, film, photography, and intellectual property, <br />including patents or trademarks, arising out of or resulting from work performed or <br />developed by the Grantee, or any subcontractor of the Grantee, for the Corporation, <br />shall be owned by the Corporation. All print and electronic rights are owned by <br />the Corporation. It is further understood that this material may be posted on the <br />Corporation’s internal server (intranet) and external web site at some future date. <br />Prior to subcontracting any work under this agreement, Grantee must receive written <br />permission from the Corporation and Grantee must require that any subcontractors <br />assign to the Corporation their rights to any work developed under the subcontract. <br />7.Confidentiality: Grantee agrees that the Grantee and its employees and agents shall <br />not (without first obtaining the prior written consent of the Corporation) during the term <br />of this Agreement or thereafter, disclose, make commercial or other use of,give or sell <br />to any person, firm or corporation, any proprietary and confidential information which is <br />marked confidential received directly or indirectly from the Corporation or acquired or <br />developed in the course of this Agreement. <br />8.Applicable Law: This Agreement shall be construed, and the legal relations between the <br />parties shall be determined under the laws of the State of North Carolina with jurisdiction <br />in the State and Federal Courts of North Carolina. <br />9.Other Consulting: Nothing in this Agreement shall be deemed to interfere with the <br />Grantee’s right to engage in consulting with other parties. <br />10.Termination: Either party may terminate this Agreement without cause by giving <br />the other party 30 days written notice. Either party may terminate this Agreement <br />immediately for nonperformance or a material breach of Agreement. Upon termination, <br />the Corporation shall be entitled to receive all completed and uncompleted designs, <br />plans, suggestions, ideas, and all other information and documents which the Grantee <br />and its employees or agents have made or developed hereunder up to the termination <br />date. Payment will be made for work completed up to the termination date, provided <br />the work is completed to the sole satisfaction of the Corporation. No payment will be <br />made for work completed after notice of termination unless otherwise agreed in writing <br />by the parties. Furthermore, upon termination of this Agreement, the Grantee shall <br />immediately return to the Corporation any or all advanced moneys unexpended at the <br />time of termination. Any provision or obligation of this contract, which shall need to or <br />be deemed to survive termination or expiration of this contract in order to give full effect <br />hereunder, shall so survive the termination or expiration of this contract. <br />Docusign Envelope ID: F964269C-88BE-4735-9967-9B34A5FE425C