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<br />by the Grantee or the Grantee’s agents or employees. This clause will not be construed to bar any legal remedies the
<br />Grantee may have for the State’s failure to fulfill its obligatfons under this Grant Contract Agreement.
<br />11. State Audits
<br />Under Minnesota Statutes § 16B.98, Subd. 8, the Grantee’s books, records, documents, and accountfng procedures
<br />and practfces relevant to this Grant Contract Agreement are subject to examinatfon by the Commissioner of
<br />Administratfon, the State grantfng agency, the State Auditor, the Attorney General, and the Legislatfve Auditor, as
<br />appropriate, for a minimum of six years from the expiratfon or terminatfon of this Grant Contract Agreement, receipt
<br />and approval of all final reports, or the required period of tfme to satfsfy all State and program retentfon
<br />requirements, whichever is later.
<br />12. Government Data Practices and Intellectual Property Rights
<br /> 12.1 Government data practices. The Grantee and State must comply with the Minnesota Government Data
<br />Practfces Act, Minnesota Statutes Chapter 13 as it applies to all data provided by the State under this Grant
<br />Contract Agreement, and as it applies to all data created, collected, received, stored, used, maintained, or
<br />disseminated by the Grantee under this Grant Contract Agreement. The civil remedies of Minnesota Statutes §
<br />13.08 apply to the release of the data referred to in this clause by either the Grantee or the State.
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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 />notffy the State. The State will give the Grantee instructfons concerning the release of the data to the
<br />requestfng party before the data is released. The Grantee’s response to the request shall comply with
<br />applicable law.
<br />12.2 Intellectual property rights
<br />A. Intellectual property rights. The State owns all rights, tftle and interest in all of the intellectual property
<br />rights, including copyrights, patents, trade secrets, trademarks, and service marks in the Works and Documents
<br />created and paid for under this Grant Contract Agreement. Works means all inventfons, improvements,
<br />discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs,
<br />negatfves, designs, drawings specificatfons, materials, tapes, and disks conceived, reduced to practfce, created
<br />or originated by the Grantee, its employees, agents, and subcontractors, either individually or jointly with others
<br />in the performance of this Grant Contract Agreement. Works includes “Documents.” Documents are the originals
<br />of any databases, computer programs, reports, notes studies, photographs, negatfves, designs, drawings,
<br />specificatfons, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by
<br />the Grantee, its employees, agents, or subcontractors, in the performance of this Grant Contract Agreement.
<br />The Documents shall be the exclusive property of the State and all such Documents must be immediately
<br />returned to the State by the Grantee, at the Grantee’s expense, upon the written request of the State, or upon
<br />completfon, terminatfon, or cancellatfon of this Grant Contract Agreement. To the extent possible, those Works
<br />eligible for copyright protectfon under the United States’ Copyright Act will be deemed to be “works made for
<br />hire.” The Grantee assigns all right, tftle, and interest it may have in the Works and the Documents to the State.
<br />The Grantee must, at the request of the State, execute all papers and perform all other acts necessary to transfer
<br />or record the State’s ownership interest in the Works and Documents. B. Obligations.
<br />(1) Notification. Whenever any inventfon, improvement, or discovery (whether or not patentable) is made
<br />or conceived for the first tfme or actually or constructfvely reduced to practfce 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 Representatfve written notfce thereof, and must
<br />promptly furnish the Authorized Representatfve with complete informatfon 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 entftfes. Notwithstanding Clause
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