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7.3 Waiver If the State fails to enforce any provision of this Agreement, that failure does not waive the
<br /> provision or the State's right to enforce it.
<br /> 7.4 Merger This Agreement contains all the negotiations and agreements between the State and the
<br /> Grantee. No other understanding regarding this Agreement, whether written or oral, may be used to
<br /> bind either party.
<br /> 8. Liability Each party will be responsible for its own acts and behaviors and the results thereof. The
<br /> Minnesota Tort Claims Act, Minnesota Statutes section 3.736, and other applicable laws governs the State's
<br /> liability. The Grantee's liability is governed by the Minnesota Municipal Tort Claims Act, Minnesota Statutes
<br /> chapter 466 and other applicable laws.
<br /> 9. StateAudits Pursuant to Minnesota Statutes § 16C.05, subd. 5, the Grantee's books, records, documents,
<br /> and accounting procedures and practices of the Grantee, or any other relevant party or transaction, are subject to
<br /> examination by the State, the State Auditor, and the Legislative Auditor, as appropriate, for a minimum of six
<br /> (6) years from the end of this Grant Agreement, receipt and approval of all final reports, or the required period
<br /> of time to satisfy all State and program retention requirements, whichever is later.
<br /> 10. Government Data Practices and Data Disclosure
<br /> 10.1 Government Data Practices Pursuant to Minnesota Statutes Chapter 13, the Grantee and the
<br /> State must comply with the Minnesota Government Data Practices Act as it applies to all data provided
<br /> by the State under this agreement, and as it applies to all data created, collected, received, stored, used,
<br /> maintained, or disseminated by the Grantee under this Grant Agreement. The civil remedies of
<br /> Minnesota Statutes § 13.08 apply to the release of the data referred to in this clause by either the Grantee
<br /> or the State.
<br /> If the Grantee receives a request to release the data referred to in this clause, the Grantee must
<br /> immediately notify the State. The State will give the Grantee instructions concerning the release of the
<br /> data to the requesting party before any data is released. The Grantee's response to the request must
<br /> comply with the applicable law.
<br /> 10.2 Data Disclosure Pursuant to Minnesota Statutes § 270C.65, subd. 3, and all other applicable
<br /> laws, the Grantee consents to disclosure of its social security number, federal employee tax
<br /> identification number, and Minnesota tax identification number, all of which have already been provided
<br /> to the State, to federal and State tax agencies and State personnel involved in the payment of State
<br /> obligations. These identification numbers may be used in the enforcement of federal and State tax laws
<br /> which could result in action requiring the Grantee to file State tax returns and pay delinquent State tax
<br /> liabilities, if any.
<br /> Il. Ownership of Materials and Intellectual Property Rights
<br /> 11.1 Ownership of Materials The State shall own all rights, title and interest in all of the materials
<br /> conceived or created by the Grantee, or its employees or sub - Grantees, either individually or jointly with
<br /> others and which arise out of the performance of this grant agreement, including any inventions, reports,
<br /> studies, designs, drawings, specifications, notes, documents, software and documentation, computer
<br /> based training modules, electronically, magnetically or digitally recorded material, and other work in
<br /> whatever form ( "materials ").
<br /> The Grantee hereby assigns to the State all rights, title and interest to the materials. The Grantee shall,
<br /> upon request of the State, execute all papers and perform all other acts necessary to assist the State to
<br /> obtain and register copyrights, patents or other forms of protection provided by law for the materials.
<br /> The materials created under this grant agreement by the Grantee, its employees or sub - Grantees,
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