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Standard Grant Template Version 1.4, 6/14.,
<br />Grant Agreement Number dir,// ,2gef
<br />Between the Minnesota Department of Health and City of Blaine
<br />to the State, to federal and state tax agencies and state personnel involved in the payment of state
<br />obligations. These identification numbers may be used in the enforcement of federal and state tax laws
<br />which could result in action requiring the Grantee to file state tax returns and pay delinquent state tax
<br />liabilities, if any.
<br />11. Ownership of Equipment
<br />The State shall have the right to require transfer of all equipment purchased with grant funds (including
<br />title) to the State or to an eligible non -State party named by the State. This right will normally be exercised
<br />by the State only if the project or program for which the equipment was acquired is transferred from one
<br />grantee to another.
<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 materials
<br />conceived or created by the Grantee, or its employees or subgrantees, either individually or jointly with
<br />others and which arise out of the performance of this grant agreement, including any inventions, reports,
<br />studies, designs, drawings, specifications, notes, documents, software and documentation, computer
<br />based training modules, electronically, magnetically or digitally recorded material, and other work in
<br />whatever form ("materials").
<br />The Grantee hereby assigns to the State all rights, title and interest to the materials. The Grantee shall,
<br />upon request of the State, execute all papers and perform all other acts necessary to assist the State to
<br />obtain and register copyrights, patents or other forms of protection provided by law for the materials.
<br />The materials created under this grant agreement by the Grantee, its employees or subgrantees,
<br />individually or jointly with others, shall be considered "works made for hire" as defined by the United
<br />States Copyright Act. All of the materials, whether in paper, electronic, or other form, shall be remitted
<br />to the State by the Grantee. Its employees and any subgrantees shall not copy, reproduce, allow or cause
<br />to have 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 State's
<br />Authorized Representative.
<br />12.2 Intellectual Property Rights Grantee represents and warrants that materials produced or used
<br />under this grant agreement do not and will not infringe upon any intellectual property rights of another
<br />including but not limited to patents, copyrights, trade secrets, trade names, and service marks and names.
<br />Grantee shall indemnify and defend the State, at Grantee's expense, from any action or claim brought
<br />against the State to the extent that it is based on a claim that all or parts of the materials infringe upon
<br />the intellectual property rights of another. Grantee shall be responsible for payment of any and all such
<br />claims, demands, obligations, liabilities, costs, and damages including, but not limited to, reasonable
<br />attorney fees arising out of this grant agreement, amendments and supplements thereto, which are
<br />attributable to such claims or actions. If such a claim or action arises or in Grantee's or the State's
<br />opinion is likely to arise, Grantee shall at the State's discretion either procure for the State the right or
<br />license to 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 law.
<br />13. Workers' Compensation The Grantee certifies that it is in compliance with Minnesota Statutes section
<br />176.181, subdivision 2, which pertains to workers' compensation insurance coverage. The Grantee's employees
<br />and agents, and any contractor hired by the Grantee to perform the work required by this Grant Agreement and
<br />its employees, will not be considered State employees. Any claims that may arise under the Minnesota
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