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Mn/DOT Agreement No. 81650
<br />Under Minn. Stat. §§ 16C.05, subd. 5, Governmental Unit's books, records, documents, and
<br />accounting procedures and practices relevant to this agreement are subject to examination by State
<br />and/or State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end
<br />of this agreement.
<br />8 Government Data Practices
<br />Governmental Unit and State must comply with the Minnesota Government Data Practices Act,
<br />Minn. Stat. Ch. 13, as it applies to all data provided by State under this agreement, and as it applies to
<br />all data created, collected, received, stored, used, maintained, or disseminated by Governmental Unit
<br />under this agreement. The civil remedies of Minn. Stat. §§ 13.08 apply to the release of the data
<br />referred to in this clause by either Governmental Unit or State.
<br />If Governmental Unit receives a request to release the data referred to in this Clause, Governmental
<br />Unit must immediately notify State. State will give Governmental Unit instructions concerning the
<br />release of the data to the requesting party before the data is released.
<br />9 Intellectual Property Rights
<br />9.1 Intellectual Property Rights. State owns all rights, title, and interest in all of the intellectual
<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
<br />disks conceived, reduced to practice, created or originated by Governmental Unit, its employees,
<br />agents, and subcontractors, either individually or jointly with others in the performance of this
<br />agreement. Works includes "Documents ". Documents are the originals of any databases,
<br />computer programs, reports, notes, studies, photographs, negatives, designs, drawings,
<br />specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms,
<br />prepared by Governmental Unit, its employees, agents, or subcontractors, in the performance of
<br />this agreement. The Documents will be the exclusive property of State and all such Documents
<br />must be immediately returned to State by Governmental Unit upon completion or cancellation of
<br />this agreement. To the extent possible, those Works eligible for copyright protection under the
<br />United States Copyright Act will be deemed to be "works made for hire ". Governmental Unit
<br />assigns all right, title, and interest it may have in the Works and the Documents to State.
<br />Governmental Unit must, at the request of State, execute all papers and perform all other acts
<br />necessary to transfer or record State's ownership interest in the Works and Documents.
<br />9.2 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
<br />practice by Governmental Unit, including its employees and subcontractors, in the
<br />performance of this agreement, Governmental Unit will immediately give State's
<br />Authorized Representative written notice thereof, and must promptly furnish the
<br />Authorized Representative with complete information and/or disclosure thereon.
<br />(2) Representation. Governmental Unit must perform all acts, and take all steps necessary to
<br />ensure that all intellectual property rights in the Works and Documents are the sole
<br />property of State, and that neither Governmental Unit nor its employees, agents, or
<br />subcontractors retain any interest in and to the Works and Documents. Governmental
<br />Unit represents and warrants that the Works and Documents do not and will not infringe
<br />upon any intellectual property rights of other persons or entities. Notwithstanding Clause
<br />8, Governmental Unit will indemnify; defend, to the extent permitted by the Attorney
<br />General; and hold harmless State, at Governmental Unit's expense, from any action or
<br />claim brought against State to the extent that it is based on a claim that all or part of the
<br />Works or Documents infringe upon the intellectual property rights of others.
<br />Governmental Unit will be responsible for payment of any and all such claims, demands,
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