|
<br />CFMS Contract No.
<br />T -Number
<br />
<br />11 Liability
<br />The Local Government must indemnify, save, and hold the State, its agents, and employees harmless from any
<br />claims or causes of action, including attorney's fees incurred by the State, arising from the performance of this
<br />master contract or work order contract by the Local Government or its employees, agents, contractors or
<br />subcontractors. This clause will not be construed to bar any legal remedies the Local Government may have for
<br />the State's failure to fulfill its obligations under this master contract or any work order contract.
<br />
<br />12 State Audits
<br />Under Minn. Stat. S l6C.05, subd. 5, the Local Government's books, records, documents, and accounting
<br />procedures and practices relevant to any work order contract are subject to examination by the State and/or the
<br />State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this master
<br />contract.
<br />
<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 any work order
<br />contract, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by
<br />the Local Government under the work order contract. The civil remedies of Minn. Stat. S 13.08 apply to the
<br />release of the data referred to in this clause by either the Local Government or the State.
<br />
<br />13.2. Intellectual Property Rights
<br />(A) Intellectual Property Rights. The State owns all rights, title, and interest in all of the intellectual
<br />property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the
<br />Works and Documents created and paid for under work order contracts. Works means all
<br />inventions, improvements, discoveries (whether or not patentable), databases, computer programs,
<br />reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and
<br />disks conceived, reduced to practice, created or originated by the Local Government, its employees,
<br />agents, and subcontractors, either individually or jointly with others in the performance of this master
<br />contract or any work order contract. Works includes "Documents." Documents are the originals of
<br />any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings,
<br />specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms,
<br />prepared by the Local Government, its employees, agents, or contractors, in the performance of a
<br />work order contract. The Documents will be the exclusive property of the State and all such
<br />Documents must be immediately returned to the State by the Local Government upon completion or
<br />cancellation of the work order contract. To the extent possible, those Works eligible for copyright
<br />protection under the United States Copyright Act will be deemed to be "works made for hire." The
<br />Local Government assigns all right, title, and interest it may have in the Works and the Documents to
<br />the State. The Local Government must, at the request of the State, execute all papers and perfonn all
<br />other acts necessary to transfer or record the State's ownership interest in the Works and Documents.
<br />
<br />(B) Obligations
<br />1. Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is
<br />made or conceived for the first time or actually or constructively reduced to practice by the Local
<br />Government, including its employees and subcontractors, in the performance ofthe work order contract, the
<br />Local Government will immediately give the State's Authorized Representative written notice thereof, and
<br />must promptly furnish the Authorized Representative with complete information and/or disclosure thereon.
<br />
<br />2. Representation. The Local Government must perform all acts, and take all steps necessary to
<br />ensure that all intellectual property rights in the Works and Documents are the sole property of the State,
<br />and that neither Local Government nor its employees, agents or contractors retain any interest in and to the
<br />
<br />2/1512005
<br />
<br />6
<br />
|