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DEPARTMENT
<br />OF HEALTH
<br />SWIFT Contract Number [186689)
<br />Between the Minnesota Department of Health and [City of Ramsey]
<br />reports, studies, designs, drawings, specifications, notes, documents, software and
<br />documentation, computer based training modules, electronically, magnetically or
<br />digitally recorded material, and other work in whatever form ("materials").
<br />Grantee hereby assigns to MDH all rights, title and interest to the materials. Grantee
<br />shall, upon request of MDH, execute all papers and perform all other acts necessary to
<br />assist MDH 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
<br />Grantee, its employees or subgrantees, individually or jointly with others, shall be
<br />considered "works made for hire" as defined by the United States Copyright Act. All of
<br />the materials, whether in paper, electronic, or other form, shall be remitted to MDH by
<br />Grantee. Its employees and any subgrantees shall not copy, reproduce, allow or cause
<br />to have the materials copied, reproduced or used for any purpose other than
<br />performance of Grantee's obligations under this grant agreement without the prior
<br />written consent of MDH's Authorized Representative.
<br />12.2. Intellectual Property Rights
<br />Grantee represents and warrants that materials produced or used under this grant
<br />agreement do not and will not infringe upon any intellectual property rights of another
<br />including but not limited to patents, copyrights, trade secrets, trade names, and service
<br />marks and names. Grantee shall indemnify and defend MDH, at Grantee's expense,
<br />from any action or claim brought against MDH to the extent that it is based on a claim
<br />that all or parts of the materials infringe upon the intellectual property rights of
<br />another. Grantee shall be responsible for payment of any and all such claims, demands,
<br />obligations, liabilities, costs, and damages including, but not limited to, reasonable
<br />attorney fees arising out of this grant agreement, amendments and supplements
<br />thereto, which are attributable to such claims or actions. If such a claim or action arises
<br />or in Grantee's or MDH's opinion is likely to arise, Grantee shall at MDH's discretion
<br />either procure for MDH the right or license to continue using the materials at issue or
<br />replace or modify the allegedly infringing materials. This remedy shall be in addition to
<br />and shall not be exclusive of other remedies provided bylaw.
<br />13. Workers' Compensation
<br />Grantee certifies that it is in compliance with Minn. Stat. § 176.181, subd. 2, which pertains to
<br />workers' compensation insurance coverage. Grantee's employees and agents, and any
<br />contractor hired by Grantee to perform the work required by this Grant Agreement and its
<br />employees, will not be considered State employees. Any claims that may arise under the
<br />Minnesota Workers' Compensation Act on behalf of these employees, and any claims made by
<br />any third party as a consequence of any act or omission on the part of these employees, are in
<br />no way MDH's obligation or responsibility.
<br />14. Publicity and Endorsement
<br />14.1. Publicity
<br />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
<br />releases, research, reports, signs, and similar public notices prepared by or for Grantee
<br />Page 8 of 1❑
<br />Standard Grant Template - Version 2.4 — June 2020
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