Attachment_IP.pdf
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- Solicitation number
- 66600-2526-241
- 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, applicable to the Trauma-Responsive Professional Programs Development contract opportunity. The attachment establishes comprehensive intellectual property ownership and control provisions governing all work products created by contractors and subcontractors under county agreements. Work products are broadly defined to include all tangible and intangible materials created pursuant to the agreement, encompassing publications, reports, manuals, software, databases, designs, logos, and all forms of intellectual property in any medium.
The County of San Mateo retains exclusive ownership of all work products and intellectual property rights, with contractors prohibited from selling, transferring, or permitting use of such materials without express written consent. Contractors must assign all titles, rights, and interests in work products to the County and shall not dispute the County's ownership or the validity of embedded intellectual property. Work products are designated as works-made-for-hire under U.S. Copyright law, with copyright vesting exclusively in the County. Contractors are required to incorporate this intellectual property attachment into all subcontracts to ensure subcontractors and personnel are contractually bound to preserve and protect the County's rights. Should assignment become necessary, contractors must promptly execute required documentation at no additional charge to the County, though the County shall reimburse all filing fees associated with assignments, transfers, recordings, and applications.
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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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