Attachment_2_-_Copyright_Assignment_Agreement_Form.pdf

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STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION

CALTRANS INTELLECTUAL PROPERTY (IP) COPYRIGHT ASSIGNMENT AGREEMENT FORM

RSM-0005 (NEW 11/2018)

State of California Department of Transportation Form Title: Caltrans Intellectual Property (IP) Copyright Assignment Agreement Form Form Number: RSM-0004 (Created November 2018) THIS AGREEMENT is dated , and made by and between the California Department of Transportation (Caltrans) and , Assignor.

NOW IT IS AGREED AS FOLLOWS:

1. Assignor hereby assigns, transfers, conveys, and irrevocably assigns to Caltrans all of Assignor’s Copyright ownership rights, title, and interest in the Work, including but not limited to, Assignor’s rights in: (1) Assignor’s entire and exclusive Copyrights under federal and state copyright laws, in the United States and all jurisdictions outside the United States; (2) Assignor’s entire and exclusive common law Copyrights; (3) any and all other privileges and rights in the Work attributed to a copyright owner; and (4) all other intellectual property rights, including but not limited to, Assignor’s full-term, renewal-term and extensions associated and subsisting in the copyrightable Work. A correct copy (or description) of the Work, as described under Contract No. is attached as Exhibit “A” and is hereby incorporated by reference and made part of this Assignment. Caltrans shall be the sole and exclusive copyright owner of Assignor’s Copyright ownership rights in the Work from the effective date forward. Assignee shall have the sole and exclusive right to secure registration of the Copyrights in the Work internationally. No Copyright ownership rights in the Work and/or Copyrights in the Work, shall be retained by Assignor, nor shall there be any reversion of those rights to Assignor in the future.

2. The rights assigned by this Assignment include, but are not limited to, rights to any and all versions of the Work, including the right to copy or reproduce the Work, the right to distribute the Work, the right to display the Work publicly, the right to create derivative works, the right to renew or extend the copyright in the Work to the extent permitted by law, and the right to bring suit or make any claim in Caltrans name for prior or future infringement of rights in the Work.

3. Assignor hereby warrants and represents that: (1) the Work is an original work of authorship of Assignor; (2) Assignor as creative originator is the sole proprietor of the Work; (3) the Work does not infringe any existing Copyrights; (4) Assignor has not entered into any assignments, transfers, licenses, contracts, or mutual understandings in conflict with the terms and conditions of this assignment and transfer of Copyrights and Copyright ownership; and (5) there are no claims currently pending or threatened, nor does Caltrans have any reason to believe that any claims will be brought or threatened in the future, against Caltrans’ right, title, or interest in the Work.

4. Convenant to Cooperate by Assignor: Assignor does hereby covenant and agrees to cooperate with Caltrans whereby, Caltrans may enjoy to the fullest extent the exclusive Copyright ownership right, title, and interest herein conveyed. Such cooperation shall include: (1) prompt execution of all papers (prepared at the expense of Caltrans) which are deemed necessary or desirable by Caltrans to perfect its the right, title, and interest herein conveyed; and (2) prompt execution of all petitions, oaths, specifications, declarations, or other papers (prepared at the expense of Caltrans) which are deemed necessary by Caltrans for obtaining copyright registration with the United States Copyright Office covering said Work.

5. Indemnification: Assignor agrees to indemnify, defend and hold harmless Caltrans, its officers, agents, and employees from any and all third party claims, lawsuits, legal actions, costs (including without limitation to reasonable attorneys’ fees), and losses arising in any way as a result of a violation of this Assignment or acts or omissions of Assignor or any of Assignor’s affiliates, agents, subcontractors, employees, or representatives, including but not limited to, any copyright infringement claims, property claims, breach of contract claims, or damage claims. Such defense and payment will be conditioned upon the following:

a. Caltrans will notify Assignor of any such claim in writing and tender the defense thereof within a reasonable time; and

b. Assignor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (ii) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the California Department of General Services will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations.

Recipient:

{{Dte2_es_:signer2:date}} {{*title2_es_:signer2 }} {{Name2_es_:signer2:fullname }} {{Dte1_es_:signer1:date}} {{*title1_es_:signer1 }} {{Name1_es_:signer1:fullname }} {{Sig1_es_:signer1:signature }} {{Sig2_es_:signer2:signature}} Caltrans:

Forms Management Unit Caltrans RSM-0005: Caltrans Intellectual Property (IP) Copyright Assignment Agreement Form

DPAC