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MnDOT Contract Number: 1050164
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<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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