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Contract Template <$200,000
<br />May 2021
<br />REV: 09-22-22 VR
<br />Attachment IP
<br />Intellectual Property Rights
<br />1.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
<br />the express written consent of the County.
<br />2.“Work Products” are defined as all materials, tangible or not, created in whatever medium pursuant
<br />to 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
<br />and to obtain execution of any documents (including assignments) required to perfect the titles,
<br />rights, and interests of the County in the Work Products with no additional charges to the County
<br />beyond that identified in this Agreement or subsequent change orders. The County, however, shall
<br />pay all filing 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 />ATTY/AGR.2022.201/County of San Mateo (Page 18 of 20)
<br />DocuSign Envelope ID: 48103F1F-8EC3-4EF4-AA5B-D8465A300A24
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