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11. DATA. PATENTS AND COPYRIGHTS - PUBLIC USE
<br />11.1 The LPA shall ensure that any designs, specifications, processes, devices or other intellectual
<br />properties specifically devised for the PROJECT by its consultants or contractors performing work
<br />become the property of the LPA, and that when requested, such designs, specifications, processes,
<br />devices or other intellectual properties shall become available to ODOT and FHWA with an
<br />unrestricted right to reproduce, distribute, modify, maintain, and use. The LPA's consultants and
<br />contractors shall not seek or obtain copyrights, patents, or other forms of proprietary protection for
<br />such designs, specifications, processes, devices or other intellectual properties, and in providing
<br />them to the PROJECT, shall relinquish any such protections should they exist.
<br />11.2 The LPA shall not allow its consultants or contractors to utilize within the development of the
<br />PROJECT any copyrighted, patented or similarly protected design, specification, process, device
<br />or other intellectual property unless the consultant or contractor has provided for such use by
<br />suitable legal agreement with the owner of such copyright, patent or similar protection. A consultant
<br />or contractor making use of such protected items for the PROJECT shall indemnify and save
<br />harmless the LPA and any affected third party from any and all claims of infringement on such
<br />protections, including any costs, expenses, and damages which it may be obliged to pay by reason
<br />of infringement, at any time during the prosecution or after the completion of work on the PROJECT.
<br />11.3 In the case of patented pavements or wearing courses where royalties, licensing and proprietary
<br />service charges, exacted or to be exacted by the patentees, are published and certified agreements
<br />are filed with the LPA, guaranteeing to prospective bidders free unrestricted use of all such
<br />proprietary rights and trademarked goods upon payment of such published charges, such patented
<br />pavements or wearing courses may be specifically designated in the proposal and competition
<br />secured upon the item exclusive of the patent or proprietary charges.
<br />12. TERMINATION; DEFAULT AND BREACH OF CONTRACT
<br />12.1 Neglect or failure of the LPA to comply with any of the terms, conditions, or provisions of this
<br />Agreement, including misrepresentation of fact, may be an event of default, unless such failure or
<br />neglect are the result of natural disasters, strikes, lockouts, acts of public enemies, insurrections,
<br />riots, epidemics, civil disturbances, explosions, orders of any kind of governments of the United
<br />States or State of Ohio or any of their departments or political subdivisions, or any other cause not
<br />reasonably within the LPA's control. If a default has occurred, ODOT may terminate this Agreement
<br />with thirty (30) days written notice, except that if ODOT determines that the default can be
<br />remedied, then ODOT and the LPA shall proceed in accordance with sections 12.2 through 12.4 of
<br />this Agreement.
<br />12.2 If notified by ODOT in writing that it is in violation of any of the terms, conditions, or provisions of
<br />this Agreement, and a default has occurred, the LPA shall have thirty (30) days from the date of
<br />such notification to remedy the default or, if the remedy will take in excess of thirty (30) days to
<br />complete, the LPA shall have thirty (30) days to satisfactorily commence a remedy of the causes
<br />preventing its compliance and curing the default situation. Expiration of the thirty (30) days and
<br />failure by the LPA to remedy, or to satisfactorily commence the remedy of, the default whether
<br />payment of funds has been fully or partially made, shall result in ODOT, at its discretion, declining
<br />to make any further payments to the LPA, or in the termination of this Agreement by ODOT. If this
<br />Agreement is terminated, the LPA may be liable to repay to ODOT all of the Federal funds
<br />disbursed to it under this Agreement.
<br />12.3 The LPA, upon receiving a notice of termination from ODOT for default, shall cease work on the
<br />terminated activities covered under this Agreement. If so requested by ODOT, the LPA shall assign
<br />to ODOT all its rights, title, and interest to any contracts it has with any consultants or contractors.
<br />Otherwise, the LPA shall terminate all contracts and other agreements it has entered into relating
<br />to such covered activities, take all necessary and appropriate steps to limit disbursements and
<br />minimize any remaining costs. At the request of ODOT, the LPA may be required to furnish a report
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<br />Revision Date 3/26/2020
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