Attachment_IP.pdf
PDF 192 KB Posted
- Attached to
- Wander Management System
- Solicitation number
- 66000-2526-233
- 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's Contract Compliance Committee on July 1, 2013, establishing ownership and control of all work products created under a contract with San Mateo Medical Center for a Wander Management System. The attachment establishes that the County retains exclusive ownership of all tangible and intangible materials produced during contract performance, including publications, reports, software, databases, graphics, and other intellectual property. All work products are designated as "work-made-for-hire" under U.S. Copyright law, with copyright vesting entirely in the County. The contractor is prohibited from selling, transferring, or permitting use of any work products without express written consent from the County and must assign all titles, rights, and interests to the County upon request. The contractor must execute any necessary documentation to perfect the County's ownership rights and must contractually bind all subcontractors and personnel to the same intellectual property provisions with no additional cost to the County beyond the contract price, though the County will pay all filing and recording fees associated with assignments and transfers.
The attachment requires the contractor to cooperate fully in perfecting the County's intellectual property rights and prohibits any direct or indirect dispute of the County's exclusive ownership or the validity of intellectual property contained within the work products. The contractor must incorporate these intellectual property terms into all subcontracts before work commences to ensure the County's titles, rights, and interests are preserved and protected throughout the contract period and any renewal options. This broad intellectual property assignment ensures comprehensive County control over all deliverables, including the hardware components, software, dashboards, and monitoring tools specified in the Wander Management System procurement.
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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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