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MnDOT Agreement# 02482
<br /> 13. State Audits
<br /> Under Minn. Stat. § 16C.05, subd. 5,the party's books,records,documents,and accounting procedures
<br /> and practices relevant to any work order contract are subject to examination by the parties and by the
<br /> State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this
<br /> Master Contract.
<br /> 14. Government Data Practices and Intellectual Property
<br /> 14.1. Government Data Practices. The Local Government and State must comply with the Minnesota
<br /> Government Data Practices Act,Minn. Stat. Ch. 13,as it applies to all data provided by the State
<br /> under this Master Contract and any work order contract, and as it applies to all data created,
<br /> collected,received, stored,used,maintained,or disseminated by the Local Government under this
<br /> Master Contract and any work order contract. The civil remedies of Minn. Stat. § 13.08 apply to
<br /> the release of the data referred to in this clause by either the Local Government or the State.
<br /> 14.2. Intellectual Property Rights
<br /> 14.2.1. Intellectual Property Rights. The Requesting Party will own all rights,title, and interest in
<br /> all of the intellectual property rights,including copyrights,patents,trade secrets,
<br /> trademarks, and service marks in the Works and Documents created and paid for under
<br /> work order contracts. Works means all inventions, improvements, discoveries(whether
<br /> or not patentable), databases, computer programs,reports,notes, studies,photographs,
<br /> negatives, designs,drawings, specifications,materials,tapes, and disks conceived,
<br /> reduced to practice,created or originated by the Providing Party, its employees,agents,
<br /> and subcontractors,either individually or jointly with others in the performance of this
<br /> master contract or any work order contract.Works includes"Documents."Documents
<br /> are the originals of any databases, computer programs,reports,notes, studies,
<br /> photographs,negatives,designs,drawings, specifications,materials,tapes,disks,or other
<br /> materials,whether in tangible or electronic forms,prepared by the Providing Party,its
<br /> employees, agents,or contractors,in the performance of a work order contract.The
<br /> Documents will be the exclusive property of the Requesting Party and all such
<br /> Documents must be immediately returned to the Requesting Party by the Providing Party
<br /> upon completion or cancellation of the work order contract.To the extent possible,those
<br /> Works eligible for copyright protection under the United States Copyright Act will be
<br /> deemed to be"works made for hire."The Providing Party Government assigns all right,
<br /> title, and interest it may have in the Works and the Documents to the Requesting Party.
<br /> The Providing Party must, at the request of the Requesting Party, execute all papers and
<br /> perform all other acts necessary to transfer or record the Requesting Party's ownership
<br /> interest in the Works and Documents. Notwithstanding the foregoing, the Requesting
<br /> Party grants the Providing Party an irrevocable and royalty-free license to use such
<br /> intellectual for its own non-commercial purposes, including dissemination to political
<br /> subdivisions of the state of Minnesota and to transportation-related agencies such as the
<br /> American Association of State Highway and Transportation Officials.
<br /> 14.2.2. Obligations with Respect to Intellectual Property.
<br /> 14.2.2.1. Notification. Whenever any invention, improvement, or discovery(whether or
<br /> not patentable)is made or conceived for the first time or actually or
<br /> constructively reduced to practice by the Providing Party, including its
<br /> employees and subcontractors, in the performance of the work order contract,
<br /> the Providing Party will immediately give the Requesting Party's Authorized
<br /> Representative written notice thereof,and must promptly furnish the
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<br /> CM Master Partnership Contract(CM Rev.11/02/2012)
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