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If the Grantee receives a request to release the data referred to in this Clause,the Grantee must immediately
<br /> notify the State. The State will give the Grantee instructions concerning the release of the data to the requesting
<br /> party before the data is released. .
<br /> 12.2 Intellectual Properop Rights(if applicable)
<br /> (A)Intellectual Properly Rights., The State owns all rights,title, and interest in all of the intellectual property
<br /> rights,including copyrights,patents,trade secrets,trademarks,and service marks in the Works and
<br /> Documents created andpaid for under this contract. Works means all inventions, improvements, discoveries
<br /> (whether or not patentable),databases, computer programs, reports,notes,studies,photographs,negatives,
<br /> designs, drawings,specifications, materials,tapes,and disks conceived,reduced to practice,created or
<br /> originated by the Grantee, its employees,agents,and subcontractors, either individually or jointly with others
<br /> in the performance of this contract. Works includes "Documents." Documents are the originals of any
<br /> databases, computer programs,reports,notes, studies,photographs,negatives, designs, drawings, b
<br /> specifications,materials,tapes, disks, or other materials, whether in tangible or electronic forms, prepared y
<br /> the Grantee, its employees,agents, or subcontractors,in the performance of this contract. The Documents
<br /> will be the exclusive property of the State and all such Documents must be immediately returned to the State
<br /> by the Grantee upon completion or cancellation of this contract. To the extent possible,those Works eligible
<br /> for copyright protection under the United States Copyright Act will be deemed to be"works made for hire."
<br /> The Grantee assigns all right,title, and interest it may have in the Works and the Documents to the State. The
<br /> Grantee must, at the request of the State, execute all papers and perform all other acts necessary to transfer or
<br /> record the State's ownership interest in the Works and Documents.
<br /> ($) Obligations
<br /> 1.Notification. Whenever any invention,improvement, or discovery(whether or not patentable) is made or
<br /> conceived for the first time or actually or constructively reduced to practice by the Grantee,including its
<br /> employees and subcontractors,in the performance of this contract,the Grantee will immediately give the
<br /> State's Authorized Representative written notice thereof, and must promptly furnish the Authorized
<br /> Representative with complete information and/or disclosure thereon.
<br /> 2.Representation. The Grantee must perform all acts,and take all steps necessary to ensure that all intellectual
<br /> Property rights in the Works and.Documents are the sole property of the State, and that neither Grantee nor
<br /> its employees, agents, or subcontractors retain any interest in and to the Works and Documents. The
<br /> Grantee represents and warrants that the Works and Documents do not and will not infringe upon any
<br /> intellectual property rights of other persons or entities. Notwithstanding Clause 8,the Grantee will
<br /> indemnify; defend,to the extent permitted by the Attorney General;and hold harmless the State,at the
<br /> Grantee's expense,from any action or claim brought against the State to the extent that it is based on a
<br /> claim that all or part of the Works or Documents infringe upon the intellectual property rights of others.
<br /> The Grantee will be responsible for payment of any and all such claims,demands, obligations, liabilities,
<br /> costs, and damages, including but not limited to,attorney fees. If such a claim or action arises, or in the
<br /> Grantee's or the State's opinion is likely to arise,the Grantee must, at the State's discretion, either procure
<br /> for the State the right or license to use the intellectual property rights at issue or replace or modify the
<br /> allegedly infringing Works or Documents as necessary and appropriate to obviate the infringement claim.
<br /> This remedy of the State will be in addition to and not exclusive of other remedies provided by law.
<br /> 13 Workers' Compensation
<br /> The Grantee certifies that it is in compliance with Minn.Stat. § 176.181,subd. 2,pertaining to workers' compensation
<br /> insurance coverage. The Grantee's employees and agents will not be considered State employees. Any claims that
<br /> may arise under the Minnesota Workers' Compensation Act on behalf of these employees and any claims made by
<br /> any third party as a consequence of any act or omission on the part of these employees are in no way the State's
<br /> obligation or responsibility.
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<br /> 14 Acknowledgment and Endorsement
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<br /> 14.1 Acknowledgment The Grantee receiving an appropriation from the fund must acknowledge financial support
<br /> from the Outdoor Heritage Fund in program publications,signage and other public communication and outreach
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<br /> Grant (Rev.8/11)
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