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Grant Agreement Number�� `,� � C
<br /> Between the Minnesota Department of Health and The City of Centerville
<br /> modules, electronically, magnetically or digitally recorded material, and other work in whatever fom�
<br /> ("MATERIALS ").
<br /> The GRANTEE hereby assigns to the STATE all rights, title and interest to the MATERIALS.
<br /> GRANTEE shall, upon request of the STATE, execute all papers and perform all other acts necessary to
<br /> assist the STATE to obtain and register copyrights, patents or other forms of protection provided by law
<br /> for the MATERIALS. The MATERIALS created under this grant agreement by the GRANTEE, its
<br /> employees or subgrantees, individually or jointly with others, shall be considered "works made for hire"
<br /> as defined by the United States Copyright Act. All of the MATERIALS, whether in paper, electronic, or
<br /> other form, shall be remitted to the STATE by the GR.ANTEE. Its employees and any sub grantees shall
<br /> not copy, reproduce, allow or cause to have the MATERIALS copied, reproduced or used for any
<br /> purpose other than perfonnance of the GRANTEE'S obligations under this grant agreement without the
<br /> prior written consent of the STATE'S Authorized Representative.
<br /> B. GRANTEE represents and warrants that MATERIALS produced or used under this grant agreement do
<br /> not and will not infringe upon any intellectual property rights of another including but not limited to
<br /> patents, copyrights, trade secrets, trade names, and service marks and names. GR.ANTEE shall
<br /> indemnify and defend the STATE, at GRANTEE'S expense, from any action or claim brought against
<br /> 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
<br /> such claims, demands, obligations, liabilities, costs, and damages including, but not limited to,
<br /> reasonable attorney fees arising out of this grant agreement, amendments and supplements thereto,
<br /> which are attributable to such claims or actions. If such a claim or action arises or in GRANTEE'S or the
<br /> STATE'S opinion is likely to arise, GRANTEE shall at the STATE'S discretion either procure for the
<br /> STATE the right or license to continue using the MATERIALS at issue or replace or modify the '
<br /> allegedly infringing MATERIALS. This remedy shall be in addition to and shall not be exclusive of !
<br /> other remedies provided by law. '�
<br /> XIV. PUBLICITY Any publicity given to the program, publications, or services provided resulting froin this II
<br /> grant agreement, including, but not limited to, notices, informational pamphlets, press releases, research, '
<br /> reports, signs, and similar public notices prepared by or for the GRANTEE or its employees individually or
<br /> jointly with others, or any subgrantees shall identify the STATE as the sponsoring agency and shall not be
<br /> released without prior written approval by the STATE'S Authorized Representative, unless such release is a
<br /> specific part of an approved work plan included in this grant agreement.
<br /> XV. ENDORSEMENT The Grantee must not claim that the STATE endorses its products or services.
<br /> XVI. WORKERS' COMPENSATION The GRANTEE certifies that it is in compliance with Minnesota Statute
<br /> §176.181, Subdivision 2, pertaining to workers' compensation insurance coverage. The GRANTEE'S
<br /> employees and agents will not be considered STATE employees. Any claims that may arise under the
<br /> Minnesota Workers' Compensation Act on behalf of these employees and any claims made by any third
<br /> 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.
<br /> XVII. JURISDICTION AND VENUE This grant agreement, and amendments and supplements thereto, shall be
<br /> governed by the laws of the State of Minnesota. Venue for all legal proceedings arising out of this grant
<br /> agreement, or breach thereof, shall be in the state or federal court with competent jurisdiction in Ramsey
<br /> County, Minnesota.
<br /> HE-01550-14 (Ol/10) Grant Agreement Page 5
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