Attachment_IP.pdf
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- Attached to
- Group Purchasing Organization
- Solicitation number
- 66000-2627-258
- Issued by
- San Mateo County, San Francisco City, California
About this file
This is an Intellectual Property Rights Attachment issued by the County of San Mateo Contract Compliance Committee on July 1, 2013, establishing ownership and intellectual property standards for the County's Group Purchasing Organization contract. The attachment establishes comprehensive guidelines for all work products created by contractors and subcontractors, defining work products broadly to include publications, reports, manuals, specifications, drawings, computer programs, software, databases, graphics, logos, and all forms of intellectual property. The County retains exclusive ownership of all work products created under the agreement, and contractors are prohibited from selling, transferring, or permitting use of any work products without express written County consent. Contractors must not dispute the County's exclusive rights and title to work products and shall assign all titles, rights, and interests to the County.
The attachment establishes that all copyrightable work products are designated as work-made-for-hire, with copyright vesting exclusively in the County. Contractors must incorporate these intellectual property provisions into all subcontracts to preserve and protect the County's rights and interests. Should any work products not qualify as work-made-for-hire under U.S. Copyright laws, contractors are required to assign all titles, rights, interests, and copyrights to the County at no additional cost beyond the agreed contract price, though the County shall cover all filing fees associated with assignments, transfers, recording, and applications. Contractors must cooperate fully and promptly execute any necessary documentation to perfect the County's ownership interests in work products, with subcontractors contractually obligated to comply with these same intellectual property terms.
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Text version
Issued by County of San Mateo Contract Compliance Committee July 1, 2013
Attachment IP Intellectual Property Rights
1. The County of San Mateo (“County”), shall and does own all titles, rights and interests in all Work Products created by Contractor and its subcontractors (collectively “Vendors”) for the County under this Agreement. Contractor may not sell, transfer, or permit the use of any Work Products without the express written consent of the County.
2. “Work Products” are defined as all materials, tangible or not, created in whatever medium pursuant to this Agreement, including without limitation publications, promotional or educational materials, reports, manuals, specifications, drawings and sketches, computer programs, software and databases, schematics, marks, logos, graphic designs, notes, matters and combinations thereof, and all forms of intellectual property.
3. Contractor shall not dispute or contest, directly or indirectly, the County’s exclusive right and title to the Work Products nor the validity of the intellectual property embodied therein. Contractor hereby assigns, and if later required by the County, shall assign to the County all titles, rights and interests in all Work Products.
Contractor shall cooperate and cause subcontractors to cooperate in perfecting County’s titles, rights or interests in any Work Product, including prompt execution of documents as presented by the County.
4. To the extent any of the Work Products may be protected by U.S. Copyright laws, Parties agree that the County commissions Vendors to create the copyrightable Work Products, which are intended to be work-made-for-hire for the sole benefit of the County and the copyright of which is vested in the County.
5. In the event that the title, rights, and/or interests in any Work Products are deemed not to be “work-made-for-hire” or not owned by the County, Contractor hereby assigns and shall require all persons performing work pursuant to this Agreement, including its subcontractors, to assign to the County all titles, rights, interests, and/or copyrights in such Work Product. Should such assignment and/or transfer become necessary or if at any time the County requests cooperation of Contractor to perfect the County’s titles, rights or interests in any Work Product, Contractor agrees to promptly execute and to obtain execution of any documents (including assignments) required to perfect the titles, rights, and interests of the County in the Work Products with no additional charges to the County beyond that identified in this Agreement or subsequent change orders. The County, however, shall pay all filing fees required for the assignment, transfer, recording, and/or application.
6. Contractor agrees that before commencement of any subcontract work it will incorporate this ATTACHMENT IP to contractually bind or otherwise oblige its subcontractors and personnel performing work under this Agreement such that the County’s titles, rights, and interests in Work Products are preserved and protected as intended herein.
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