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<br />7.4 Waiver. If the State fails to enforce any provision of this grant agreement, that failure does not waive the
<br />provision or the State’s right to enforce it.
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<br />7.5 Grant agreement complete. This grant agreement contains all negotiations and agreements between the
<br />State and the Grantee. No other understanding regarding this grant agreement, whether written or oral, may
<br />be used to bind either party.
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<br />8. Indemnification
<br />The Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims or
<br />causes of action, including attorney’s fees incurred by the State, arising from the performance of this grant
<br />agreement by the Grantee or the Grantee’s agents or employees. This clause will not be construed to bar any legal
<br />remedies the Grantee may have for the State's failure to fulfill its obligations under this grant agreement.
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<br />9. State Audits
<br />Under Minn. Stat. § 16B.98, subd.8, the Grantee’s books, records, documents, and accounting procedures and
<br />practices of the Grantee or other party relevant to this grant agreement or transaction are subject to examination by
<br />the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of
<br />this grant agreement, receipt and approval of all final reports, or the required period of time to satisfy all state and
<br />program retention requirements, whichever is later.
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<br />10. Government Data Practices and Intellectual Property
<br />10.1 Government data practices. The Grantee and State must comply with the Minnesota Government Data
<br />Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State under this grant agreement, and
<br />as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee
<br />under this grant agreement. The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred
<br />to in this clause by either the Grantee or the State. If the Grantee receives a request to release the data
<br />referred to in this Clause, the Grantee must immediately notify the State. The State will give the Grantee
<br />instructions concerning the release of the data to the requesting party before the data is released. The
<br />Grantee’s response to the request shall comply with applicable law.
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<br />10.2 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 agreement. Works means all inventions, improvements,
<br />discoveries (whether or not patentable), databases, computer programs, reports, notes, studies,
<br />photographs, negatives, designs, drawings specifications, materials, tapes, and disks conceived, reduced to
<br />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 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
<br />subcontractors, in the performance of this grant agreement. The Documents shall be the exclusive
<br />property of the State and all such Documents must be immediately returned to the State by the Grantee,
<br />at the Grantee’s expense, upon the written request of the State, or upon completion, termination, or
<br />cancellation of this grant agreement. To the extent possible, those Works eligible for copyright protection
<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 />DocuSign Envelope ID: 77B6E632-D377-4B02-A576-E7A4EE1F5727
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