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individually or jointly with others, shall be considered "works made for hire" as defined by the United
<br /> States Copyright Act. All of the materials, whether in paper, electronic, or other form, shall be remitted
<br /> to the State by the Grantee. Its employees and any sub - Grantees shall not copy, reproduce, allow or
<br /> cause to have the materials copied, reproduced or used for any purpose other than performance of the
<br /> Grantee's obligations under this grant agreement without the prior written consent of the State's
<br /> Authorized Representative.
<br /> 11.2 Intellectual Property Rights Grantee represents and warrants that materials produced or used
<br /> under this grant agreement do not and will not infringe upon any intellectual property rights of another
<br /> including but not limited to patents, 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 brought
<br /> against 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 such
<br /> claims, demands, obligations, liabilities, costs, and damages including, but not limited to, reasonable
<br /> attorney fees arising out of this grant agreement, amendments and supplements thereto, which are
<br /> attributable to such claims or actions. If such a claim or action arises or in Grantee's or the State's
<br /> opinion is likely to arise, Grantee shall at the State's discretion either procure for the State the right or
<br /> license to continue using the materials at issue or replace or modify the allegedly infringing materials.
<br /> This remedy shall be in addition to and shall not be exclusive of other remedies provided by law.
<br /> 12. Workers' Compensation The Grantee certifies that it is in compliance with Minnesota Statutes § 176.181,
<br /> subd. 2, which pertains to workers' compensation insurance coverage. The Grantee's employees and agents, and
<br /> any contractor hired by the Grantee to perform the work required by this Grant Agreement and its employees,
<br /> will not be considered State employees. Any claims that may arise under the Minnesota Workers'
<br /> Compensation Act on behalf of these employees, and any claims made by any third party as a consequence of
<br /> any act or omission on the part of these employees, are in no way the State's obligation or responsibility.
<br /> 13. Publicity and Endorsement
<br /> 13.1 Publicity Any publicity given to the program, publications, or services provided resulting from
<br /> this grant agreement, including, but not limited to, notices, informational pamphlets, press releases,
<br /> research, reports, signs, and similar public notices prepared by or for the Grantee or its employees
<br /> individually or jointly with others, or any sub - Grantees shall identify the State as the sponsoring agency
<br /> and shall not be released without prior written approval by the State's Authorized Representative, unless
<br /> such release is a specific part of an approved work plan included in this grant agreement.
<br /> 13.2 Endorsement The Grantee must not claim that the State endorses its products or services.
<br /> 14. Termination
<br /> 14.1 Termination by the State The State or Grantee may cancel this Grant Agreement at anytime,
<br /> with or without cause, upon thirty (30) days written notice to the other party.
<br /> 14.2 Termination for Cause If the Grantee fails to comply with any of the provisions of this Grant
<br /> Agreement, the State may terminate this Grant Agreement without prejudice to the right of the State
<br /> to recover any money previously paid. The termination shall be effective five business days after the
<br /> State mails, by certified mail, return receipt requested, written notice of termination to the Grantee at
<br /> its last known address.
<br /> 14.3 Termination for Insufficient Funding The State may immediately terminate this Agreement if it
<br /> does not obtain funding from the Minnesota legislature or other funding source; or if funding cannot be
<br /> continued at a level sufficient to allow for the payment of the work scope covered in this Agreement.
<br /> Termination must be by written or facsimile notice to the Grantee. The State is not obligated to pay for
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