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MnDOT Contract Number:
<br /> 11. Assignment,Amendments,Waiver,and Contract Complete
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<br /> 11.1. Assignment. Neither party may assign or transfer any rights or obligations under this MPC or any work
<br /> order contract without the prior consent of the other and a fully executed Assignment Contract, executed
<br /> and approved by the same parties who executed and approved this MPC,or their successors in office.
<br /> 11.2. Amendments. Any amendment to this master contract or any work order contract must be in writing and
<br /> will not be effective until it has been executed and approved by the same parties who executed and
<br /> approved the original contract, or their successors in office.
<br /> 11.3. Waiver. If a party fails to enforce any provision of this master contract or any work order contract,that
<br /> failure does not waive the provision or the party's right to subsequently enforce it.
<br /> 11.4. Contract Complete. This master contract and any work order contract contain all negotiations and
<br /> contracts between the State and the Local Government.No other understanding regarding this master
<br /> contract or any work order contract issued hereunder,whether written or oral may be used to bind either
<br /> party.
<br /> 12. Liability.
<br /> Each party will be responsible for its own acts and omissions to the extent provided by law. The Local
<br /> Government's liability is governed by Minn. Stat. chapter 466 and other applicable law. The State's liability is
<br /> governed by Minn. Stat. section 3.736 and other applicable law.This clause will not be construed to bar any legal
<br /> remedies a party may have for the other party's failure to fulfill its obligations under this master contract or any
<br /> work order contract.Neither party agrees to assume any environmental liability on behalf of the other party.A
<br /> Providing Party under any work order is acting only as a"Contractor"to the Requesting Party,as the term
<br /> "Contractor" is defined in Minn. Stat. §115B.03 (subd. 10), and is entitled to the protections afforded to a
<br /> "Contractor"by the Minnesota Environmental Response and Liability Act.The parties specifically intend that
<br /> Minn. Stat. §471.59 subd. la will apply to any work undertaken under this MPC and any work order issued •
<br /> hereunder.
<br /> 13. State Audits
<br /> Under Minn. Stat. § 16C.05, subd. 5,the party's books,records,documents,and accounting procedures and
<br /> practices relevant to any work order contract are subject to examination by the parties and by the State Auditor or
<br /> Legislative Auditor,as appropriate,for a minimum of six years from the end of this MPC.
<br /> 14. Government Data Practices and Intellectual Property
<br /> 14.1. Government Data Practices. The Local Government and State must comply with the Minnesota
<br /> Government Data Practices Act, Minn. Stat. Ch. 13,as it applies to all data provided by the State under
<br /> this MPC and any work order contract,and as it applies to all data created,collected,received, stored,
<br /> used, maintained, or disseminated by the Local Government under this MPC and any work order contract.
<br /> The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by
<br /> either the Local Government or the State.
<br /> 14.2. Intellectual Property Rights
<br /> 14.2.1. Intellectual Property Rights. The Requesting Party will own all rights,title,and interest in all of
<br /> the intellectual property rights,including copyrights,patents,trade secrets,trademarks, and
<br /> service marks in the Works and Documents created and paid for under work order contracts.
<br /> Works 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 originated by
<br /> the Providing Party, its employees,agents, and subcontractors,either individually or jointly with
<br /> others in the performance of this master contract or any work order contract. Works includes
<br /> "Documents."Documents are the originals of any databases,computer programs,reports,notes,
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<br /> CM Master Partnership Contract(CM Rev.04/10/2017)
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