05/08/2006 Council Packet - Laserfiche WebLink

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• Works and Documents are the sole property of State, and that neither County nor City nor their employees, agents or subcontractors retain any interest in and to the Works and Documents. County and City represent and warrant that the Works and Documents do not and will not infringe upon any intellectual property rights of other persons or entities. Notwithstanding Clause 8, County and City will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless State, at County's or City's expense, from any action or claim brought against State to the extent that it is based on a claim that all or part of the Works or Documents infringe upon the intellectual property rights of others. County or City will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs and damages, including but not limited to, attorney fees. If such a claim or action arises, or in County's or City's, must, at State's discretion, either procure for State the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing Works or Documents as necessary and appropriate to obviate the infringement claim. This remedy of State will be in addition to and not exclusive of other remedies provided by law. 10 Venue 9.0 Venue for all legal proceedings out of this Agreement, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 11 Termination 11.1 Termination. State or the Commissioner of Administration may terminate this Agreement at any time, with or without cause, upon 30 days' written notice to County and City. 11.2 Termination for Insufficient Funding. State may immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fax notice to County and City. State is not obligated to pay for any services that are provided after notice and effective date of termination. However, County will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. State will not be assessed any penalty if the agreement is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. State must provide County notice of the lack of funding within a reasonable time of State's receiving that notice. 12 Additional Provisions None REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 9