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Standard Grant Template Dated �1/24�/20,1,2
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<br />Grant Agreement Number �
<br />Between the Minnesota Department of Health and City of St. Anthony Village
<br />others and which arise out of the performance of this grant agreement, including any inventions, reports,
<br />studies, designs, drawings, specifications, notes, documents, software and documentation, computer
<br />based training modules, electronically, magnetically or digitally recorded material, and other work in
<br />whatever form ("materials").
<br />The Grantee hereby assigns to the State all rights, title and interest to the materials. The Grantee shall,
<br />upon request of the State, execute all papers and perform all other acts necessary to assist the State to
<br />obtain and register copyrights, patents or other forms of protection provided by law for the materials.
<br />The materials created under this grant agreement by the Grantee, its employees or subgrantees,
<br />individually or jointly with others, shall be considered "works made for hire" as defined by the United
<br />States Copyright Act. All of the materials, whether in paper, electronic, or other form, shall be remitted
<br />to the State by the Grantee. Its employees and any subgrantees shall not copy, reproduce, allow or cause
<br />to have the materials copied, reproduced or used for any purpose other than performance of the
<br />Grantee's obligations under this grant agreement without the prior written consent of the State's
<br />Authorized Representative.
<br />11.2 Intellectual Property Rights Grantee represents and warrants that materials produced or used
<br />under this grant agreement do not and will not infringe upon any intellectual property rights of another
<br />including but not limited to patents, copyrights, trade secrets, trade names, and service marks and names.
<br />Grantee shall indemnify and defend the State, at Grantee's expense, from any action or claim brought
<br />against the State to the extent that it is based on a claim that all or parts of the materials infringe upon
<br />the intellectual property rights of another. Grantee shall be responsible for payment of any and all such
<br />claims, demands, obligations, liabilities, costs, and damages including, but not limited to, reasonable
<br />attorney fees arising out of this grant agreement, amendments and supplements thereto, which are
<br />attributable to such claims or actions. If such a claim or action arises or in Grantee's or the State's
<br />opinion is likely to arise, Grantee shall at the State's discretion either procure for the State the right or
<br />license to continue using the materials at issue or replace or modify the allegedly infringing materials.
<br />This remedy shall be in addition to and shall not be exclusive of other remedies provided by law.
<br />12. Workers' Compensation The Grantee certifies that it is in compliance with Minnesota Statutes §176.181,
<br />subd, 2, which pertains to workers' compensation insurance coverage. The Grantee's employees and agents, and
<br />any contractor hired by the Grantee to perform the work required by this Grant Agreement and its employees,
<br />will not be considered State employees. Any claims that may arise under the Minnesota Workers'
<br />Compensation Act on behalf of these employees, and any claims made by any third party as a consequence of
<br />any act or omission on the part of these employees, are in no way the State's obligation or responsibility.
<br />13. Publicity and Endorsement
<br />13.1 Publicity Any publicity given to the program, publications, or services provided resulting from
<br />this grant agreement, including, but not limited to, notices, informational pamphlets, press releases,
<br />research, reports, signs, and similar public notices prepared by or for the Grantee or its employees
<br />individually or jointly with others, or any subgrantees shall identify the State as the sponsoring agency
<br />and shall not be released without prior written approval by the State's Authorized Representative, unless
<br />such release is a specific part of an approved work plan included in this grant agreement.
<br />13.2 Endorsement The Grantee must not claim that the State endorses its products or services.
<br />14. 'Termination
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