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<br />under the United States’ Copyright Act will be deemed to be “works made for hire.” The Grantee assigns
<br />all right, title, and interest it may have in the Works and the Documents to the State. The Grantee must, at
<br />the request of the State, execute all papers and perform all other acts necessary to transfer or record the
<br />State’s ownership interest in the Works and Documents.
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<br />(b) Obligations.
<br />(1) Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is
<br />made or conceived for the first time or actually or constructively reduced to practice by the Grantee,
<br />including its employees and subcontractors, in the performance of this grant agreement, the Grantee
<br />shall immediately give the State’s Authorized Representative written notice thereof, and must
<br />promptly furnish the Authorized Representative with complete information and/or disclosure therein.
<br />(2) Representation. The Grantee must perform all acts, and take all steps necessary to ensure that all
<br />intellectual property rights in the Works and Documents are the sole property of the State, and that
<br />neither Grantee nor its employees, agents, or subcontractors retain any interest in and to the Works
<br />and Documents. The Grantee represents and warrants that the Works and Documents do not and will
<br />not infringe upon any intellectual property rights of other persons or entities. Notwithstanding Clause
<br />Liability, the Grantee shall indemnify, defend, to the extent permitted by the Attorney General, and
<br />hold harmless the State, at the Grantee’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 infringe upon the
<br />intellectual property rights of others. The Grantee will be responsible for payment of any and all such
<br />claims, demands, obligations, liabilities, costs, and damages, including, but not limited to, attorney
<br />fees. If such a claim or action arises or in Grantee’s or the State’s opinion is likely to arise, the Grantee
<br />must, at the State’s discretion, either procure for the State the right or license to use the intellectual
<br />property rights at issue or replace or modify the allegedly infringing Works or Documents as necessary
<br />and appropriate to obviate the infringement claim. This remedy of the State will be in addition to and
<br />not exclusive of other remedies provided by law.
<br />(3) License. The State hereby grants a limited, no‐fee, noncommercial license to the Grantee to enable
<br />the Grantee’s employees engaged in research and scholarly pursuits to make, have made, reproduce,
<br />modify, distribute, perform, and otherwise use the Works, including Documents, for research activities
<br />or to publish in scholarly or professional journals, provided that any existing or future intellectual
<br />property rights in the Works or Documents (including patents, licenses, trade or service marks, trade
<br />secrets, or copyrights) are not prejudiced or infringed upon, that the Minnesota Data Practices Act is
<br />complied with, and that individual rights to privacy are not violated. The Grantee shall indemnify and
<br />hold harmless the State for any claim or action based on the Grantee’s use of the Works or Documents
<br />under the provisions of Clause 10.2(b)(2). Said license is subject to the State’s publicity and
<br />acknowledgement requirements set forth in this grant agreement. The Grantee may reproduce and
<br />retain a copy of the Documents for research and academic use. The Grantee is responsible for security
<br />of the Grantee’s copy of the Documents. A copy of any articles, materials or documents produced by
<br />the Grantee’s employees, in any form, using or derived from the subject matter of this license, shall be
<br />promptly delivered without cost to the State.
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<br />11. Workers’ Compensation
<br />The Grantee certifies that it is in compliance with Minn. Stat. § 176.181, subd. 2, pertaining to workers’
<br />compensation insurance coverage. The Grantee’s employees and agents will not be considered State employees.
<br />Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these employees and any
<br />claims made by any third party as a consequence of any act or omission on the part of these employees are in no
<br />way the State’s obligation or responsibility.
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<br />12. Governing Law, Jurisdiction, and Venue
<br />Minnesota law, without regard to its choice‐of‐law provisions, governs this grant agreement. Venue for all legal
<br />proceedings out of this grant agreement, or its breach, must be in the appropriate state or federal court with
<br />competent jurisdiction in Ramsey County, Minnesota.
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