|
ATTACHMENT IP
<br />Intellectual Property Rights
<br />The County of San Mateo ("County"), shall and does own all titles, rights and interests in all Work
<br />Products created by Contractor and its subcontractors (collectively "Vendors') for the County under
<br />this Agreement. Contractor may not sell, transfer, or permit the use of any Work Products without the
<br />express written consent of the County.
<br />2. "Work Products" are defined as all materials, tangible or not, created in whatever medium pursuant to
<br />this Agreement, including without limitation publications, promotional or educational materials,
<br />reports, manuals, specifications, drawings and sketches, computer programs, software and
<br />databases, schematics, marks, logos, graphic designs, notes, matters and combinations thereof, and
<br />all forms of intellectual property.
<br />3. Contractor shall not dispute or contest, directly or indirectly, the County's exclusive right and title to
<br />the Work Products nor the validity of the intellectual property embodied therein. Contractor hereby
<br />assigns, and if later required by the County, shall assign to the County all titles, rights and interests in
<br />all Work Products. Contractor shall cooperate and cause subcontractors to cooperate in perfecting
<br />County's titles, rights or interests in any Work Product, including prompt execution of documents as
<br />presented by the County.
<br />4. To the extent any of the Work Products may be protected by U.S. Copyright laws, Parties agree that
<br />the County commissions Vendors to create the copyrightable Work Products, which are intended to
<br />be work -made -for -hire for the sole benefit of the County and the copyright of which is vested in the
<br />County.
<br />5. In the event that the title, rights, and/or interests in any Work Products are deemed not to be 'work -
<br />made -for -hire" or not owned by the County, Contractor hereby assigns and shall require all persons
<br />performing work pursuant to this Agreement, including its subcontractors, to assign to the County all
<br />titles, rights, interests, and/or copyrights in such Work Product. Should such assignment and/or
<br />transfer become necessary or if at any time the County requests cooperation of Contractor to perfect
<br />the County's titles, rights or interests in any Work Product, Contractor agrees to promptly execute and
<br />to obtain execution of any documents (including assignments) required to perfect the titles, rights, and
<br />interests of the County in the Work Products with no additional charges to the County beyond that
<br />identified in this Agreement or subsequent change orders. The County, however, shall pay all filing
<br />fees required for the assignment, transfer, recording, and/or application.
<br />6. Contractor agrees that before commencement of any subcontract work it will incorporate this
<br />ATTACHMENT IP to contractually bind or otherwise oblige its subcontractors and personnel
<br />performing work under this Agreement such that the County's titles, rights, and interests in Work
<br />Products are preserved and protected as intended herein.
<br />Page 14 of 14
<br />ATTY/AGR.2016.326/SMC STEP Safe Routes 2017-19 RC2020
<br />
|