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Mn DOT Contract Number: 1050325
<br /> 14.2.1. Intellectual Property Rights.The Requesting Party will own all rights,title,and interest in all of the
<br /> intellectual property rights, including copyrights, patents,trade secrets,trademarks,and service
<br /> marks in the Works and Documents created and paid for under work order contracts.Works means
<br /> all inventions,improvements,discoveries(whether or not patentable),databases,computer
<br /> programs, reports, notes,studies, photographs, negatives,designs,drawings,specifications,
<br /> materials,tapes,and disks conceived, reduced to practice,created or originated by the Providing
<br /> Party, its employees,agents,and subcontractors,either individually or jointly with others in the
<br /> performance of this master contract or any work order contract.Works includes"Documents."
<br /> Documents are the originals of any databases,computer programs, reports, notes,studies,
<br /> photographs, negatives,designs,drawings,specifications, materials,tapes,disks,or other materials,
<br /> whether in tangible or electronic forms, prepared by the Providing Party, its employees,agents,or
<br /> contractors,in the performance of a work order contract.The Documents will be the exclusive
<br /> property of the Requesting Party and all such Documents must be immediately returned to the
<br /> Requesting Party by the Providing Party upon completion or cancellation of the work order contract.
<br /> To the extent possible,those Works eligible for copyright protection under the United States
<br /> Copyright Act will be deemed to be"works made for hire."The Providing Party Government assigns
<br /> all right,title,and interest it may have in the Works and the Documents to the Requesting Party.The
<br /> Providing Party must,at the request of the Requesting Party,execute all papers and perform all
<br /> other acts necessary to transfer or record the Requesting Party's ownership interest in the Works
<br /> and Documents. Notwithstanding the foregoing,the Requesting Party grants the Providing Party an
<br /> irrevocable and royalty-free license to use such intellectual property for its own non-commercial
<br /> purposes,including dissemination to political subdivisions of the state of Minnesota and to
<br /> transportation-related agencies such as the American Association of State Highway and
<br /> Transportation Officials.
<br /> 14.2.2. Obligations with Respect to Intellectual Property.
<br /> a. Notification.Whenever any invention, improvement, or discovery(whether or not patentable)is
<br /> made or conceived for the first time or actually or constructively reduced to practice by the
<br /> Providing Party,including its employees and subcontractors, in the performance of the work
<br /> order contract,the Providing Party will immediately give the Requesting Party's Authorized
<br /> Representative written notice thereof,and must promptly furnish the Authorized Representative
<br /> with complete information and/or disclosure thereon.
<br /> b. Representation.The Providing Party must perform all acts,and take all steps necessary to ensure
<br /> that all intellectual property rights in the Works and Documents are the sole property of the
<br /> Requesting Party,and that neither Providing Party nor its employees,agents or contractors retain
<br /> any interest in and to the Works and Documents.
<br /> 15. Affirmative Action
<br /> 15.1. The State intends to carry out its responsibility for requiring affirmative action by its Contractors, pursuant
<br /> to Minn.Stat.§363A.36. Pursuant to that Statute,the Other Party is encouraged to prepare and implement
<br /> an affirmative action plan for the employment of minority persons,women,and the qualified disabled,and
<br /> submit such plan to the Commissioner of the Minnesota Department of Human Rights. In addition,when the
<br /> Other Party lets a contract for the performance of work under a work order issued pursuant to this MPC,it
<br /> must include the following in the bid or proposal solicitation and any contracts awarded as a result thereof:
<br /> 15.2. Covered Contracts and Contractors. If the Contract exceeds$100,000 and the Contractor employed more
<br /> than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the
<br /> state where it has its principle place of business,then the Contractor must comply with the requirements of
<br /> Minn.Stat.§363A.36 and Minn. R. Parts 5000.3400-5000.3600.A Contractor covered by Minn.Stat.§
<br /> 363A.36 because it employed more than 40 full-time employees in another state and does not have a
<br /> certificate of compliance, must certify that it is in compliance with federal affirmative action requirements.
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