|
MD[-(
<br />Minnesota
<br />Department of Health
<br />Standard Grant Template Version 1.7, 8/16
<br />Grant Agreement Number 117195
<br />Between the Minnesota Department of Health and city of Lino Lakes
<br />Purchase Order Number 44143
<br />12. Ownership of Materials and intellectual Property Rights
<br />12.1 Ownership of Materials The State shall own all rights, title and interest in all of the
<br />materials conceived or created by the Grantee, or its employees or subgrantees, either
<br />individually or jointly with others and which arise out of the performance of this grant
<br />agreement, including any inventions, reports, studies, designs, drawings, specifications, notes,
<br />documents, software and documentation, computer based training modules, electronically,
<br />magnetically or digitally recorded material, and other work in whatever form ("materials").
<br />The Grantee hereby assigns to the State all rights, title and interest to the materials. The
<br />Grantee shall, upon request of the State, execute all papers and perform all other acts
<br />necessary to assist the State to obtain and register copyrights, patents or other forms of
<br />protection provided by law for the materials. The materials created under this grant agreement
<br />by the Grantee, its employees or subgrantees, individually or jointly with others, shall be
<br />considered "works made for hire" as defined by the United States Copyright Act. All of the
<br />materials, whether in paper, electronic, or other form, shall be remitted to the State by the
<br />Grantee. Its employees and any subgrantees shall not copy, reproduce, allow or cause to have
<br />the materials copied, reproduced or used for any purpose other than performance of the
<br />Grantee's obligations under this grant agreement without the prior written consent of the
<br />State's Authorized Representative.
<br />12.2 intellectual Property Rights Grantee represents and warrants that materials produced or
<br />used under this grant agreement do not and will not infringe upon any intellectual property
<br />rights of another including but not limited to patents, copyrights, trade secrets, trade names,
<br />and service marks and names. Grantee shall indemnify and defend the State, at Grantee's
<br />expense, from any action or claim brought against the State to the extent that it is based on a
<br />claim that all or parts of the materials infringe upon the intellectual property rights of another.
<br />Grantee shall be responsible for payment of any and all such claims, demands, obligations,
<br />liabilities, costs, and damages including, but not limited to, reasonable attorney fees arising out
<br />of this grant agreement, amendments and supplements thereto, which are attributable to such
<br />claims or actions. If such a claim or action arises or in Grantee's or the State's opinion is likely to
<br />arise, Grantee shall at the State's discretion either procure for the State the right or license to
<br />continue using the materials at issue or replace or modify the allegedly infringing materials.
<br />This remedy shall be in addition to and shall not be exclusive of other remedies provided by
<br />law.
<br />13. Workers' Compensation The Grantee certifies that it is in compliance with Minnesota Statutes
<br />section 176.181, subdivision 2, which pertains to workers' compensation insurance coverage. The
<br />Grantee's employees and agents, and any contractor hired by the Grantee to perform the work
<br />required by this Grant Agreement and its employees, will not be considered State employees. Any
<br />claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees,
<br />and arty claims made by any third party as a consequence of any act or omission on the part of these
<br />employees, are in no way the State's obligation or responsibility.
<br />Page 7 of 9
<br />
|