Attachment_IP.pdf
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- Attached to
- Handheld Retinal Screening Devices and Services
- Solicitation number
- 66000-2627-264
- Issued by
- San Mateo County, San Francisco City, California
About this file
This is an Intellectual Property (IP) Attachment document related to San Mateo Medical Center's procurement for Handheld Retinal Screening Devices and Services in California. The document establishes the intellectual property rights framework governing the contract, specifying that any work product, inventions, or intellectual property developed by the contractor during performance of the contract shall be owned by San Mateo Medical Center or the County of San Mateo. The attachment outlines requirements for contractors to disclose any pre-existing intellectual property brought into the engagement and establishes protocols for distinguishing between proprietary contractor materials and work created specifically for the County. The document requires contractors to indemnify and hold harmless the County from any claims related to intellectual property infringement arising from the contractor's work or use of their pre-existing materials.
The IP attachment further specifies that contractors must obtain all necessary licenses and permissions for any third-party intellectual property integrated into deliverables and maintain documentation of ownership and authorization. The County retains perpetual, royalty-free rights to use, modify, and distribute any work product developed under the contract. The document also addresses confidentiality obligations and restrictions on the contractor's use of County intellectual property, limiting such use solely to contract performance. These terms ensure that San Mateo Medical Center obtains clear ownership of any innovations or systems developed through this procurement while protecting the County from intellectual property litigation and establishing clear boundaries regarding pre-existing proprietary contractor information.
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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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