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<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 actfon 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, obligatfons, liabilitfes, costs, and damages, including, but not limited to, attorney
<br />fees. If such a claim or actfon arises or in Grantee’s or the State’s opinion is likely to arise, the Grantee
<br />must, at the State’s discretfon, 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 additfon 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 the
<br />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 actfvitfes
<br />or to publish in scholarly or professional journals, provided that any existfng 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 Practfces 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 actfon 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 Contract Agreement. The Grantee may
<br />reproduce and retain a copy of the Documents for research and academic use. The Grantee is
<br />responsible for security of the Grantee’s copy of the Documents. A copy of any artfcles, materials or
<br />documents produced by the Grantee’s employees, in any form, using or derived from the subject
<br />matter of this license, shall be promptly delivered without cost to the State.
<br />13. Workers’ Compensation
<br />The Grantee certffies that it is in compliance with Minnesota Statutes § 176.181, Subd. 2, pertaining to workers’
<br />compensatfon insurance coverage. The Grantee’s employees and agents will not be considered State employees. Any
<br />claims that may arise under the Minnesota Workers’ Compensatfon Act on behalf of these employees and any claims
<br />made by any third party as a consequence of any act or omission on the part of these employees are in no way the
<br />State’s obligatfon or responsibility.
<br />14. Governing Law, Jurisdiction, and Venue
<br />Venue for all legal proceedings out of this Grant Contract Agreement, or its breach, must be in the appropriate state
<br />or federal court with competent jurisdictfon in Ramsey County, Minnesota.
<br />15. Termination
<br />15.1 Termination by the State.
<br />A. Without Cause. The State may terminate this Grant Contract Agreement without cause, upon 30 days’
<br />written notfce to the Grantee. Upon terminatfon, the Grantee will be entftled to payment, determined on a
<br />pro-rata basis, for services satfsfactorily performed.
<br />B. With Cause. The State may immediately terminate this Grant Contract Agreement if the State finds that
<br />there has been a failure to comply with the provisions of this Grant Contract Agreement, that reasonable
<br />progress has not been made or that the purposes for which the funds were granted have not been or will
<br />not be fulfilled. The State may take actfon to protect the interests of the state of Minnesota, including the
<br />refusal to disburse additfonal funds and requiring the return of all or part of the funds already disbursed.
<br />15.2 Termination by The Commissioner of Administration.
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