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Grant Agreement Number B50876
<br />Between the Minnesota Department of Health and City of Ramsey
<br />XIII. OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS
<br />A. The STATE shall own all rights, title and interest in all of the materials conceived or created by the
<br />GRANTEE, or its employees or subgrantees, either individually or jointly with others and which
<br />arise out of the performance of this grant agreement, including any inventions, reports, studies,
<br />designs, drawings, specifications, notes, documents, software and documentation, computer based
<br />training modules, electronically, magnetically or digitally recorded material, and other work in
<br />whatever form ( "MATERIALS ").
<br />The GRANTEE hereby assigns to the STATE all rights, title and interest to the MATERIALS.
<br />GRANTEE shall, upon request of the STATE, execute all papers and perform all other acts
<br />necessary to assist the STATE to obtain and register copyrights, patents or other forms of protection
<br />provided by law for the MATERIALS. The MATERIALS created under this grant agreement by the
<br />GRANTEE, its employees or subgrantees, individually or jointly with others, shall be considered
<br />"works made for hire" as defined by the United States Copyright Act. All of the MATERIALS,
<br />whether in paper, electronic, or other form, shall be remitted to the STATE by the GRANTEE. Its
<br />employees and any sub- grantees shall not copy, reproduce, allow or cause to have the MATERIALS
<br />copied, reproduced or used for any purpose other than performance of the GRANTEE'S obligations
<br />under this grant agreement without the prior written consent of the STATE'S Authorized
<br />Representative.
<br />B. GRANTEE represents and warrants that MATERIALS produced or used under this grant agreement
<br />do not and will not infringe upon any intellectual property rights of another including but not limited
<br />to patents, copyrights, trade secrets, trade names, and service marks and names. GRANTEE shall
<br />indemnify and defend the STATE, at GRANTEE'S expense, from any action or claim brought
<br />against the STATE to the extent that it is based on a claim that all or parts of the MATERIALS
<br />infringe upon the intellectual property rights of another. GRANTEE shall be responsible for payment
<br />of any and all such claims, demands, obligations, liabilities, costs, and damages including, but not
<br />limited to, reasonable attorney fees arising out of this grant agreement, amendments and
<br />supplements thereto, which are attributable to such claims or actions. If such a claim or action arises
<br />or in GRANTEE'S or the STATE'S opinion is likely to arise, GRANTEE shall at the STATE'S
<br />discretion either procure for the STATE the right or license to continue using the MATERIALS at
<br />issue or replace or modify the allegedly infringing MATERIALS. This remedy shall be in addition to
<br />and shall not be exclusive of other remedies provided by law.
<br />XIV. PUBLICITY Any publicity given to the program, publications, or services provided resulting from this
<br />grant agreement, including, but not limited to, notices, informational pamphlets, press releases, research,
<br />reports, signs, and similar public notices prepared by or for the GRANTEE or its employees individually
<br />or jointly with others, or any subgrantees shall identify the STATE as the sponsoring agency and shall
<br />not be released without prior written approval by the STATE'S Authorized Representative, unless such
<br />release is a specific part of an approved work plan included in this grant agreement.
<br />XV. ENDORSEMENT The Grantee must not claim that the STATE endorses its products or services.
<br />XVI. WORKERS' COMPENSATION The GRANTEE certifies that it is in compliance with Minnesota
<br />Statute §176.181, Subdivision 2, pertaining to workers' compensation insurance coverage. The
<br />GRANTEE'S employees and agents will not be considered STATE employees. Any claims that may
<br />arise under the Minnesota Workers' Compensation Act on behalf of these employees and any claims
<br />made by any third party as a consequence of any act or omission on the part of these employees are in
<br />no way the STATE'S obligation or responsibility.
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