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82 <br />STFWARDSI IIP IMND AGRITMENT <br />Agreement Number: 307-12-06 <br />4. GENERALTERMS <br />4.1. Amendments. An Amendment to this Agreement must be in writing and executed by the MWMO and <br />the Grantee as described in 7Whibu A. <br />4.2. Independent Contractor. Grantee will act in all respects as an independent contractor under this <br />Agreement and will be solely responsible for performance of services required hereunder as well as <br />the means and manner of petfornnance thereof. The MWMO will not be an employer, partner or <br />coventurer with Contractor for any purpose and will have no responsibility or liability for the acts or <br />missions of the Grantee. Nothing herein authorizes Grantee to act as an agent, representative, or <br />employee of the MWMO for any purpose whatsoever. <br />4.3. Ownership and Use of Work Product. Except as provided in 1?xhibit AA all data, notes, working <br />papers, reports and other work products produced in fulfilling the Grantee's obligations under this <br />Agreement (hereinafter "\Vork Product") shall become, upon creation, the exclusive property of the <br />MWMO. Grantee may not use the Work product or any othei deliverables under this Agreement for <br />any purpose other than fulfilling its obligations under this Agreement without the prior written <br />consent of the MWMO. The JAWN40 may grant or deny Graniec's application for such consent or <br />may condition its consent on the payment of compensation or the imposition of such other <br />conditions as the MWMO deems appropriate. <br />4.4. Naming Rights and Acknowledgennetits. MWMO shall, except as provided in I'xhibit A have their <br />name and logo represented in the materials that are developed and will be acknowledged in printed <br />materials, publications, presentations and other uses and matcrmis developed under this Agreement. <br />4,5. Capital Equipment Purchases. Any property purchased with funds under this Agreement will <br />become the property of the MWMO, except as provided in ]] xhibit A. <br />4.6. Conflict and Priorit}..Gxhibu A of this Agreement is attached and made a part of this Agreement. To <br />the extent of any inconsistency between this Agreement and Exhibit A, Exhibit A will control. <br />4.7. Substitutions and Assignments. 'Except if provided for in Exhibit A, services by the Grantee will be <br />performed by the Grantee. No assignment of this Agreement shall be permitted without an <br />amendment signed by the MWMO and the Grantee as specified in 4.1 Amendments. <br />4.8. Data Practices. The Grantee agrees to comply with the Minnesota Government Data practices Act and <br />all other applicable state and federal laws relating to data privacy or confidentiality. The Grantee will <br />immediately report to the MWMO any requests from third parties for information relating to this <br />Agreement. The MWMO agrees to respond promptly to inquiries from the Grantee concerning data <br />requests. The Grantee agrees to hold the MWMO, its officers, and employees harmless from any <br />claims resulting from the Grantee's unlawful disclosure or use of data protected under state and <br />federal laws. <br />4.9. Compliance with the Law. Grantee agrees to abide by the requirements and regulations of The <br />Americans with Disabilities Act of 1990 (ADA), the Minnesota Iluman Rights Act (Minn. Stat. <br />C.363), and Title VII of the Civil Rights Act of 1964. 'These laws deal with discrimination based on <br />race, gender, disability, and religion, and with sexual harassment. In the event of questions from <br />Grantee concerning these requirements, the M\VMO agrees to promptly supply all necessary <br />clarifications. Violation of any of the above laws can lead to termination of this Agreement. <br />Page 2 of 7 <br />