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Grant Agreement Number
<br /> Between the Minnesota Department of Health and City of Centerville
<br /> XLDATA PRACTICES ACT
<br /> The GRANTEE and the STATE shall comply with the Minnesota Data Practices Act and other applicable law
<br /> as it applies to all data provided by the STATE in accordance with this grant agreement and as it applies to all
<br /> data created, gathered, generated or acquired in accordance with this grant agreement.
<br /> XILOWNERSHIP OF EOUIPMENT
<br /> The STATE shall have the right to require transfer of all equipment purchased with grant funds (including title)
<br /> to the STATE or to an eligible non -STATE party named by the STATE. This right will normally be exercised
<br /> by the STATE only if the project or program for which the equipment was acquired is transferred from one
<br /> grantee to another.
<br /> XIII.OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS
<br /> A. The STATE shall own all rights, title and interest in all of the materials conceived or created by the
<br /> GRANTEE, or its employees or subgrantees, either individually or jointly with others and which arise out
<br /> of the performance of this grant agreement, including any inventions, reports, studies, designs, drawings,
<br /> specifications, notes, documents, software and documentation, computer based training modules,
<br /> electronically, magnetically or digitally recorded material, and other work in whatever form
<br /> ( "MATERIALS ").
<br /> The GRANTEE hereby assigns to the STATE all rights, title and interest to the MATERIALS. GRANTEE
<br /> shall, upon request of the STATE, execute all papers and perform all other acts necessary to assist the
<br /> STATE to obtain and register copyrights, patents or other forms of protection provided by law for the
<br /> MATERIALS. The MATERIALS created under this grant agreement by the GRANTEE, its employees or
<br /> subgrantees, individually or jointly with others, shall be considered "works made for hire" as defined by the
<br /> United States Copyright Act. All of the MATERIALS, whether in paper, electronic, or other form, shall be
<br /> remitted to the STATE by the GRANTEE. Its employees and any sub - grantees shall not copy, reproduce,
<br /> allow or cause to have the MATERIALS copied, reproduced or used for any purpose other than
<br /> performance of the GRANTEE'S obligations under this grant agreement without the prior written consent
<br /> of the STATE'S Authorized Representative.
<br /> B. GRANTEE represents and warrants that MATERIALS produced or used under this grant agreement do not
<br /> and will not infringe upon any intellectual property rights of another including but not limited to patents,
<br /> copyrights, trade secrets, trade names, and service marks and names.
<br /> GRANTEE shall indemnify and defend the STATE, at GRANTEE'S expense, from any action or claim
<br /> brought against the STATE to the extent that it is based on a claim that all or parts of the MATERIALS
<br /> infringe upon the intellectual property rights of another. GRANTEE shall be responsible for payment of
<br /> any and all such claims, demands, obligations, liabilities, costs, and damages including, but not limited to,
<br /> reasonable attomey fees arising out of this grant agreement, amendments and supplements thereto, which
<br /> 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 allegedly
<br /> infringing MATERIALS. This remedy shall be in addition to and shall not be exclusive of other remedies
<br /> provided by law.
<br /> XW.PUBLICITY
<br /> Any publicity given to the program, publications, or services provided resulting from this grant agreement,
<br /> including, but not limited to, notices, informational pamphlets, press releases, research, reports, signs, and
<br /> similar public notices prepared by or for the GRANTEE or its employees individually or jointly with others, o
<br /> any subgrantees shall identify the STATE as the sponsoring agency and shall not be released without prior
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