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9.2
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<br />MmT)OT Agreement No. 89336
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<br />including copyrights, patents, trade secrets, trademarks and service marks in the Works and
<br />i)ocuments created a~d paid for u;~der this agreement. Works means all inventions,
<br />improvements, discoveries (whether or not patentable), databases, computer programs, reports,
<br />notes, studies, photographs, negatives, desikms, drawings, specifications, materials, tapes and
<br />disks conceived, reduced to practice, created or origdnated by the Count3,, the City of Anoka, the
<br />City of Ranrsey or Bums Township, their employees, agents and subcontractors, either
<br />individually or jointly with others in the peribrmance of this Agreement. Works includes
<br />"Documents." Documents are tlte originals of any databases, computer programs, reports, notes,
<br />studies, photo~aphs, negatives, desigr~s, drawings, specifications, materials, tapes, disks or other
<br />matm4als, whether in tangible or electronic forrns, prepared by County, the City of Anoka, the
<br />City of Ramsey or Bums Township, their employees, agents or subcontractors, in the
<br />performance of this Agreernent. The Documents will be tl:e exclusive property of State, County,
<br />the City of Anoka, the City of Ramsey and Bums Township upon completion or cancellation of
<br />this Agreement must inm~ediatety return ail such Docmnents to State. To the extent possible,
<br />those Works eligible for copyright protection under the United States Copyright Act will be
<br />deemed to be "works made for hire." County, the City of Anoka, the City of Ramsey and Bums
<br />Township assign all right, title and interest it may have in the Works and the Documents to
<br />State. County, the City of Anoka, the City of Ramsey or Bums Towrship must, at the request of
<br />State, execute all papers and pcrfom~ all other acts necessary to transfer or record State's
<br />ownership interest in the Works and Documents.
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<br />Obligations
<br />9.2. l Notificatien. ~,¥~enever any invention, improvement or discovery (whether or not
<br /> patentable) is made or conceived for thc first time or actually or constructively reduced
<br /> to practice by County, the City of Anoka, the City of P..amscy or Burns Township,
<br /> inclnding their employees and subcontractors, in the pcrfotTnance of this agreemeut,
<br /> County, the City of Anoka, the City of Ramsey or Burns 'Pmvnship will intmediately
<br /> give State's Authorized Representative written notice thereof, and must promptly
<br /> £umish State's Authorized Representative with complete infmxoation and/or disclosme
<br /> thereon.
<br />9.2.2 Representation. County, the City of Anoka, the City of Rantsey and Bums Township
<br /> must perfom~ all acts, and take ali steps necessary to ensure that all intellectual property
<br /> rights in the Works and Documents are the sole property of State, and that neither
<br /> County, the City of Anoka, the City of Ramsey or Bm-ns Township nor their employees,
<br /> agents or snbcootractors retain any interest in and to the Works and Documents. County,
<br /> the City of Anoka, the City of Ramsey and Bums Township represent and wan'out that
<br /> the Works and Documents do not and will not infidnge upon any intellectual property
<br /> rights of other persons or entities. Notwithstanding Clanse 8, County, the City of Anoka,
<br /> tlte City of Ramsey and Bnms Township will indenmify; defend, to the extent permitted
<br /> by the Attorney General; and hold hamtless State, at County's the City of Anoka's, the
<br /> City of Ramsey's or Bums Township's expense, from any action or claim brought
<br /> against State to the extent tbat it is based on a claim that all or prat of thc Works or
<br /> Documents infi-inge upon the intellectual property rights of others. County, the City of
<br /> Anoka, the City of Ramsey or B urns Township will be responsible for payment of arty
<br /> and all such claims, demands, obligations, liabilities, costs and damages, including but
<br /> not limited to, attorney fees. If such a claim or action arises, or in County's, the City of
<br /> Anoka's, the City of Rautsey's, Bums Township's or State's opinion is likely to arise,
<br /> County, the City of Anoka, the City of Ramsey or Buros Township must, at State's
<br /> discretion, either procure for State the right or license to use the intellectual property
<br /> rights at issoe or replace or modify the allegedly infi-inging Works or Documents as
<br /> necessaly and appropriate to obviate the infi-ingemcnt claim. 'fhis remedy of State will
<br /> be in addition to attd not exclusive of other remedies provided by law.
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