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51
<br />Mn/DOT Contract Number
<br />CPMS Contract No.
<br />10.4 Contract Complete, This master contract and any work order contract contain all negotiations and
<br />agreements between the State and the Local Government. No other understanding regarding this master
<br />contract or any work order contract issued hereunder, whether written or oral, may be used to bind either
<br />party.
<br />11 Liability
<br />Each party will be responsible for its own acts and omissions to the extent provided by law. The Local
<br />Government's liability is governed by Minnesota Statutes chapter 466 and other applicable law. The State's
<br />liability is governed by Minnesota Statutes section 3.736 and other applicable law. This clause will not be
<br />construed to bar any legal remedies aparty may have for the other patty's failure to fulfill its obligationsunder
<br />this master contract or any work order contract. Neither party agrees to assume any environmental liability on
<br />behalf of the other party. A Providing Patty under any work order is acting only as a "Contractor" to the
<br />Requesting Party, as the term "Contractor" is defined in Minnesota Statutes § l 1513.03 (subd. 10), and is entitled
<br />to the protections afforded to a "Contractor" by the Minnesota Environmental Response and Liability Act.
<br />12 State Audits
<br />Under Minn. Stat. § 16C.05, subd. 5, the party's books, records, documents, and accounting procedures and
<br />practices relevant to any work order contract are subject to examination by the patties and by the State Auditor or
<br />Legislative Auditor, as appropriate, for a minimum of six years from the end of this Master Contract.
<br />13 Government Data Practices and Intellectual Property
<br />13.1. Government Data Practices. The Local Government and State must comply with the Minnesota Government
<br />Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State under this Master Contract
<br />and any work order contact, and as it applies to all data created, collected, received, stored, used, maintained,
<br />or, disseminated by the Local Government under this Master Contract and any work order contract. 'file civil
<br />remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by either the Local
<br />Government or the State.
<br />13.2. lnteltectual Property /tights
<br />13.2.1 latellectual Property Rights. The Requesting Patty will own all rights, title, and interest in all of
<br />the intellectual property rights, including copyrights,.patents, trade secrets, trademarks, and service
<br />marks in the Works and Documents created and paid for under work order contracts. Works
<br />means all inventions, improvements, discoveries (whether or not patentable), databases, computer
<br />programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications,
<br />materials, tapes, and disks conceived, reduced to practice, created or originated by the Providing
<br />Party, its employees, agents, and subcontractors, either individually orjointly with others in the
<br />performance of this master contract or any work order contract. Works includes "Documents."
<br />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 Providing Party; its employees, agents, or
<br />contractors, in the performance of a work order contract. The Documents will be the exclusive
<br />Property of the Requesting Party and all such Documents must be immediately returned to the
<br />Requesting Party by the Providing Party upon completion or cancellation of the work order
<br />contract. To the extent possible, those Works eligible for copyright protection under the United
<br />States Copyright Act wilt be deemed to be "works made for hire." The Providing Party
<br />Government assigns all right, title, and interest it may have in the Works and the Documents to the
<br />Requesting Party. The Providing Party must, at the request of the Requesting Patty, execute all
<br />papers and perform all other acts necessuy to transfer or record the Requesting Party's ownership
<br />interest in the Works and Documents. Notwithstanding the foregoing, the Requesting Patty grants
<br />10/3/2007
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