APPA_ATTACHMENT_A_2718_Pasadena_DEED_Grant_Agreement.docx

Demonstration of Energy & Efficiency Developments (DEED) Grant Agreement Pasadena Water & Power CG-2718: Distributed Energy Resource – Rooftop Wind Microturbine Pilot Project

ATTACHMENT A

IP and Confidentiality Agreement:

Agreement made by and between ____ _____ [a corporation located and doing business at ______] (hereinafter referred to as the “Subcontractor”) and, American Public Power Association, a nonprofit corporation of the District of Columbia, located and doing business at 2451 Crystal Drive, suite 1000, Arlington, Virginia, 22202 (hereinafter referred to as “Commissioning Party”).

WHEREAS, the Subcontractor is not an employee of the Commissioning Party; and WHEREAS, the Subcontractor was commissioned by the Commissioning Party to create __ __ (hereinafter the “Subcontractor Work Product”) at the request of and for the benefit of the Commissioning Party under the Grant Agreement to which this IP and Confidentiality Agreement is appended to, and which is hereby incorporated by reference.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. All Subcontractor Work Product is considered a “Work Made for Hire” as defined in the Copyright Act of 1976, as amended. The Subcontractor Work Product and all intellectual property contained therein, including, but not limited to, copyrights, trademarks, designs, logos, trade names, creative concepts, artwork, software, and proprietary information, which is conceived or authored by Subcontractor under the Grant Agreement, whether or not developed for APPA, is and shall remain the exclusive property of APPA. To the extent that any portion of the Subcontractor Work Product may not, by operation of law, be a Work Made for Hire in accordance with the terms of this Agreement, Subcontractor hereby assigns to APPA all right, title, and interest in and to the Subcontractor Work Product.

2. Subcontractor represents and warrants to the Commissioning Party the following:

a) that the Subcontractor Work Product is original and does not infringe the intellectual property rights of any third party, or constitute defamation, invasion of privacy, or the violation of any right of publicity or any other right of any party;

b) Subcontractor has obtained all necessary licenses and/or permissions to the third-party content that may appear in the Subcontractor Work Product;

c) Subcontractor shall maintain in strict confidence all confidential or proprietary information shared by the Commissioning Party during the course of this Agreement, and such information shall not be disclosed to any third party, either directly or indirectly; and

d) Subcontractor has the unencumbered right to enter into this Agreement.

3. Subcontractor shall defend, indemnify, and hold harmless the Commissioning Party, its officers, directors, employees, and agents, from and against any and all suits, claims, damages or losses, including reasonable attorneys’ fees and costs (“Claims”), resulting from any acts or omissions of Subcontractor under this Agreement or its officers, directors, employees, or agents except to the extent such Claims arise from the gross negligence or intentional misconduct of APPA, its officers, directors, employees, or agents.

4. Subcontractor hereby acknowledges that Subcontractor is an independent contractor for purposes of this Agreement.

5. This Agreement may not be modified or amended unless it is in writing and signed by both parties.

The parties hereto have executed this Agreement as of the date indicated below.

Subcontractor:

Name:____________________________________ Signature:_________________________________ Title: ____________________________________ Date: ____________________________________ Commissioning Party: American Public Power Association Name:____________________________________ Signature:_________________________________ Title: ____________________________________ Date: ____________________________________.