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<br />Grant for Legislatively-named Municipality FY19: Updated November 2018
<br />service marks in the Works and Documents created and paid for under this contract. Works
<br />means all inventions, improvements, discoveries (whether or not patentable), databases,
<br />computer programs, reports, notes, studies, photographs, negatives, designs, drawings,
<br />specifications, materials, tapes, and disks conceived, reduced to practice, created or
<br />originated by the Grantee, its employees, agents, and subcontractors, either individually or
<br />jointly with others in the performance of this contract. Works includes “Documents.”
<br />Documents are the originals of any databases, computer programs, reports, notes, studies,
<br />photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by the Grantee, its employees,
<br />agents, or subcontractors, in the performance of this contract. The Documents will be the
<br />exclusive property of the State and all such Documents must be immediately returned to the
<br />State by the Grantee upon completion or cancellation of this contract. 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.” The Grantee assigns all right, title, and interest it may
<br />have in the Works and the Documents to the State. The Grantee must, at the request of the
<br />State, execute all papers and perform all other acts necessary to transfer or record the State’s
<br />ownership interest in the Works and Documents.
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<br />(B) Obligations
<br />1. Notification. Whenever any invention, improvement, or discovery (whether or not
<br />patentable) is made or conceived for the first time or actually or constructively reduced to practice
<br />by the Grantee, including its employees and subcontractors, in the performance of this contract, the
<br />Grantee will immediately give the State’s Authorized Representative written notice thereof, and
<br />must promptly furnish the Authorized Representative with complete information and/or disclosure
<br />thereon.
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<br />2. Representation. The Grantee must perform all acts, and take all steps necessary to ensure
<br />that all intellectual property rights in the Works and Documents are the sole property of the State,
<br />and that neither Grantee nor its employees, agents, or subcontractors retain any interest in and to
<br />the Works and Documents. The Grantee represents and warrants that the Works and Documents
<br />do not and will not infringe upon any intellectual property rights of other persons or entities.
<br />Notwithstanding Clause 8, the Grantee will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the State, at the Grantee’s expense, from any action or claim
<br />brought against the 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. The Grantee will be
<br />responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and
<br />damages, including but not limited to, attorney fees. If such a claim or action arises, or in the
<br />Grantee’s or the State’s opinion is likely to arise, the Grantee must, at the State’s discretion, either
<br />procure for the State the right or license to use the intellectual property rights at issue or replace or
<br />modify the allegedly infringing Works or Documents as necessary and appropriate to obviate the
<br />infringement claim. This remedy of the State will be in addition to and not exclusive of other
<br />remedies provided by law.
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<br />11 Workers Compensation
<br />The Grantee certifies that it is in compliance with Minn. Stat. 176.181, Subd. 2, pertaining to workers’
<br />compensation insurance coverage. The Grantee’s employees and agents will not be considered State
<br />employees. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these
<br />employees and any claims made by any third party, as a consequence of any act or omission on the part of
<br />these employees, are in no way the State’s obligation or responsibility.
<br />12 Publicity and Endorsement
<br />12.1 Signage
<br />Any site funded by this grant contract shall display a sign at a prominent location at the entrance to the
<br />site and in a form approved by the State that acknowledges funding through this grant.
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