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Federal Transit Administration Clauses
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<br />the FTA award.
<br />This Project is funded through a Federal award with FTA for experimental, developmental, or research
<br />work purposes. As such, certain Patent Rights and Data Rights apply to all subject data first produced in
<br />the performance of this Contract. The Contractor shall grant the City of Everett intellectual property
<br />access and licenses deemed necessary for the work performed under this Agreement and in accordance
<br />with the requirements of 37 C.F.R. part 401, “Rights to Inventions Made by Nonprofit Organizations and
<br />Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any
<br />implementing regulations issued by FTA or U.S. DOT. The terms of an intellectual property agreement
<br />and software license rights will be finalized prior to execution of this Agreement and shall, at a
<br />minimum, include the following restrictions: Except for its own internal use, the Contractor may not
<br />publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor
<br />authorize others to do so, without the written consent of FTA, until such time as FTA may have either
<br />released or approved the release of such data to the public. This restriction on publication, however,
<br />does not apply to any contract with an academic institution. For purposes of this agreement, the term
<br />“subject data” means recorded information whether or not copyrighted, and that is delivered or
<br />specified to be delivered as required by the Contract. Examples of “subject data” include, but are not
<br />limited to computer software, standards, specifications, engineering drawings, and associated lists,
<br />process sheets, manuals, technical reports, catalog item identifications, and related information, but do
<br />not include financial reports, cost analyses, or other similar information used for performance or
<br />administration of the Contract.
<br />A. The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce,
<br />publish, or otherwise use, and to authorize others to use for “Federal Government Purposes,” any
<br />subject data or copyright described below. For “Federal Government Purposes,” means use only for
<br />the direct purposes of the Federal Government. Without the copyright owner’s consent, the Federal
<br />Government may not extend its Federal license to any other party.
<br />1. Any subject data developed under the Contract, whether or not a copyright has been obtained;
<br />and any rights of copyright purchased by the Contractor using Federal assistance in whole or in
<br />part by the FTA.
<br />B. Unless FTA determines otherwise, the Contractor performing experimental, developmental, or
<br />research work required as part of this Contract agrees to permit FTA to make available to the public,
<br />either FTA’s license in the copyright to any subject data developed in the course of the Contract, or a
<br />copy of the subject data first produced under the Contract for which a copyright has not been
<br />obtained. If the experimental, developmental, or research work, which is the subject of this
<br />Contract, is not completed for any reason whatsoever, all data developed under the Contract shall
<br />become subject data as defined herein and shall be delivered as the Federal Government may direct.
<br />C. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to
<br />indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees
<br />acting within the scope of their official duties against any liability, including costs and expenses,
<br />resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights,
<br />or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or
<br />disposition of any data furnished under that contract. The Contractor shall be required to indemnify
<br />the Federal Government for any such liability arising out of the wrongful act of any employee,
<br />official, or agents of the Federal Government.
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