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Mn/DOT Agreement No. 81650
<br />Exhibit A
<br />royalty -free, nonexclusive, and irrevocable license to use the Previously Created Works
<br />and Documents.
<br />23.23 Notification. Whenever contractor reasonably believes it, or its employees or
<br />subcontractors, has made an invention, improvement, or discovery (whether or not
<br />patentable) in the performance of this contract, and has or actually or constructively
<br />reduced it to practice the Contractor will immediately give the State's Authorized
<br />Representative written notice thereof, and must promptly furnish the Authorized
<br />Representative with complete information and/or disclosure thereon.
<br />23.24 Representation. The Contractor 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 the State, and that neither Contractor nor its employees, agents, or
<br />subcontractors retain any interest in and to the Works and Documents. The Contractor
<br />represents and warrants that the Works and Documents do not and will not infringe upon
<br />any intellectual property rights of other persons or entities. The Contractor will
<br />indemnify, defend, to the extent permitted by the Attorney General; and hold harmless
<br />the State, at the Contractor's expense, from any action or claim brought against the State
<br />to the extent that it is based on a claim that all or part of the Works or Documents
<br />infringe upon the intellectual property rights of others. The Contractor will be
<br />responsible for payment of any and all such claims, demands, obligations, liabilities,
<br />costs, and damages, including but not limited to, attorney fees. If such a claim or action
<br />arises, or in the Contractor's or the State's opinion is likely to arise, the Contractor must,
<br />at the State's discretion, either procure for the State the right or license to use the
<br />intellectual property rights at issue or replace or modify the allegedly infringing Works
<br />or Documents as necessary and appropriate to obviate the infringement claim. This
<br />remedy of the State will be in addition to and not exclusive of other remedies provided
<br />by law.
<br />23.25 State's Reuse of Works and Documents. If the Works and Documents created and paid
<br />for under this contract are engineering plans and specifications requiring the certification
<br />of a licensed professional engineer, the State acknowledges that such plans and
<br />specifications have been created solely for the specific project covered by this contract
<br />and may not be suitable for reuse on other projects. Government Data Practices. The
<br />Minnesota Government Data Practices Act, Minnesota Statutes Chapterl3, applies to
<br />this contract and all work performed under it. The act provides, inter alia, disclosure and
<br />non - disclosure requirements for all data provided to or by the State and civil remedies
<br />for failure to comply with the act.
<br />23.3 The originals of reports, drawings, work sheets, plans, field notes, computations, and other
<br />project data must be relinquished to State:
<br />23.31 Upon written notice of completion or termination of this Contract, or
<br />23.32 Upon written notification by State, or
<br />23.33 Upon final payment by State to Contractor for this Contract.
<br />Article 24 Liability
<br />Contractor must indemnify, save, and hold State, its agents, and employees harmless from any and all
<br />claims or causes of action, including attorney's fees incurred by State, arising from a negligent or
<br />otherwise wrongful act, or omission in the performance of this Contract by Contractor or Contractor's
<br />agents or employees. This clause will not be construed to bar any legal remedies Contractor may have
<br />for State's failure to fulfill its obligations pursuant to this Contract.
<br />February 2001
<br />Page 66
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