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<br /> If the Grantee receives a request to release the data referred to in this Clause, the Grantee must immediately
<br />notify the State. The State will give the Grantee instructions concerning the release of the data to the
<br />requesting party before the data is released. The Grantee’s response to the request shall comply with
<br />applicable law.
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<br />12.2 Intellectual property rights
<br />A. Intellectual property rights. The State owns all rights, title and interest in all of the intellectual property
<br />rights, including copyrights, patents, trade secrets, trademarks, and service marks in the Works and
<br />Documents created and paid for under this Grant Contract Agreement. Works means all inventions,
<br />improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes,
<br />studies, photographs, negatives, designs, drawings specifications, materials, tapes, and disks conceived,
<br />reduced to practice, created or originated by the Grantee, its employees, agents, and subcontractors, either
<br />individually or jointly with others in the performance of this Grant Contract Agreement. Works includes
<br />“Documents.” Documents are the originals of any databases, computer programs, reports, notes studies,
<br />photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials,
<br />whether in tangible or electronic forms, prepared by the Grantee, its employees, agents, or subcontractors,
<br />in the performance of this Grant Contract Agreement. The Documents shall be the exclusive property of the
<br />State and all such Documents must be immediately returned to the State by the Grantee, at the Grantee’s
<br />expense, upon the written request of the State, or upon completion, termination, or cancellation of this
<br />Grant Contract Agreement. To the extent possible, those Works eligible for copyright protection under the
<br />United States’ Copyright Act will be deemed to be “works made for hire.” The Grantee assigns all right, title,
<br />and interest it may have in the Works and the Documents to the State. The Grantee must, at the request of
<br />the State, execute all papers and perform all other acts necessary to transfer or record the State’s
<br />ownership interest in the Works and Documents.
<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 Contract Agreement, the
<br />Grantee shall immediately give the State’s Authorized Representative written notice thereof, and
<br />must promptly furnish the Authorized Representative with complete information and/or disclosure
<br />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 />Docusign Envelope ID: 15AB7D95-25A2-4122-BB74-891E846A0E37
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