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<br />MnlDOT Agreement No. 91083
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<br />property rights, including copyrights, patents, trade secrets, trademarks and service marks in the
<br />Works and Documents created and paid for under this Agreement. Works means all inventions,
<br />improvements, discoveries (whether or not patentable), databases, computer programs, reports,
<br />notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes and disks
<br />conceived, reduced to practice, created or originated by County, its employees, agents and
<br />subcontractors, either individually or jointly with others in the performance of this Agreement.
<br />Works includes "Documents." Documents are the originals of any databases, computer programs,
<br />reports, notes, studies, photographs, negatives, designs, drawings, specific'ations, materials, tapes,
<br />disks or other materials, whether in tangible or electronic forms, prepared by County, its
<br />'employees, agents or subcontractors, in the performance of this Agreement. The Documents will
<br />be the exclusive property of State and County upon completion or cancellation ofthis Agreement
<br />must immediately return all such Documents to State. To the extent possible, those Works eligible
<br />for copyright protection under the United States Copyright Act will be deemed to be "works made
<br />for hire." County assigns all right, title and interest it may have in the Works.and the Documents to
<br />State. County must, at the request of State, execute all papers and perform all other acts necessary
<br />to transfer or record State's ownership interest in the Works and Documents.
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<br />9.2 Obligations
<br />9.2.1 Notification. Whenever any invention, improvement or discovery (whether or not patentable)
<br />is made or conceived for the first time or actually or constructively reduced to practice by
<br />County, including its employees and subcontractors, in the performance of this Agreement,
<br />County will immediately give State's Authorized Representative written notice thereof, and
<br />must promptly furnish State's Authorized Representative with complete information and/or
<br />disclosure thereon.
<br />9.2.2 Representation. County must perform all acts, and t*e all steps necessary to ensure that all
<br />intellectual property rights in the Works and Documents are the sole property of State, and
<br />that the County, its employees, agents or subcontractors retain any interest in and to the
<br />Works and DocumentS. County represents and warrants that the Works and Documents do
<br />not and will not infringe upon any intellectual property rights of other persons or entities.
<br />Notwithstanding Clause 6, County will indemnify, defend, to the extent permitted by the
<br />Attorney General, and hold harmless State, at County's expense, from any action or claim
<br />brought against State to the extent that it is based on a claim that all or part of the Works or
<br />Documents infringe upon the intellectual property rights of others. County will b~
<br />responsible for payment of any and all such claims, demands, obligations, liabilities, costs
<br />and damages, including but not limited to, attorney fees. If such a claim or action arises, or in
<br />County's or State's opinion is likely to arise, County must, at State's discretion, either
<br />procure for State the right or license to use the intellectual property rights at issue or replace
<br />or modify the allegedly infringing Works or Documents as necessary and appropriate to
<br />obviate the infringement claim. This remedy of State will be in addition to and not exclusive
<br />of other remedies provided by law.
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<br />10 Venue
<br />10.1 Venue for all legal proceedings out of this Agreement, or its breach, must be in the appropriate
<br />state or federal court with competent jurisdiction in Ramsey County, Minnesota.
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<br />11 Termination; Suspension
<br />11.1 Termination. State or the Commissioner of Administration may terminate this Agreement at
<br />any time, with or without cause, upon 30 days' written notice to County.
<br />11.2 Termination for Insufficient Funding. State may immediately terminate this Agreement if it
<br />does not obtain funding from the Minnesota Legislature, or other funding source; or if funding
<br />cannot be continued at a level sufficient to allow for the payment of the services covered here.
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