|
8Liability
<br />The Grantee must indemnify, save, and hold the State, its agents, and employees harmless from any claims or
<br />causes of action, including attorney’s fees incurred by the State, arising from the performance of this grant
<br />contract by the Grantee or the Grantee’s agents or employees. This clause will not be construed to bar any legal
<br />remedies the Grantee may have for the State’s failure to fulfill its obligations under this grant contract.
<br />9StateAudits
<br />Under Minn. Stat. § 16B.98, Subd.8,the Grantee’s books, records, documents, and accounting procedures and
<br />practices of the Grantee or other party relevant to this grant contract agreement or transaction are subject to
<br />examination by the Commissioner of Administration, by the State granting agency and/or the State Auditor or
<br />Legislative Auditor, as appropriate, for a minimum of six years from the end of this grant contract agreement,
<br />receipt and approval of all final reports, or the required period of time to satisfy all state and program retention
<br />requirements, whichever is later
<br />10GovernmentData Practices and Intellectual PropertyRights
<br />10.1 Government Data Practices. The Grantee and State must comply with the Minnesota Government Data
<br />Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State under this grant contract, and
<br />as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee
<br />under this grant contract. The civil remedies of Minn. Stat. § 13.08apply to the release of the data referred
<br />to in this clause by either the Grantee or the State. If the Grantee receives a request to release the data
<br />referred to in this Clause, the Grantee must immediately notify the State. The State will give the Grantee
<br />instructions concerning the release of the data to the requesting party before the data is released. The
<br />Grantee’s response to the request shall comply with applicable law.
<br />10.2 Intellectual Property Rights. The Grantee shall own all rights, title, and interest in all of the intellectual
<br />property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the works and
<br />documents. The “works”means all inventions, improvements, discoveries (whether or not patentable),
<br />databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings,
<br />specifications, materials, tapes, and disks conceived, reduced to practice, created or originated by the
<br />Grantee, its employees, agents, and subcontractors, either individually or jointly with others in the
<br />performance of this grant contract. “Works”includes documents. The “documents”are the originals of any
<br />databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings,
<br />specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared
<br />by the Grantee, its employees, agents, or subcontractors, in the performance of this grant contract.
<br />10.3 License to the State. Subject to the terms and conditions of this grant contract, the Grantee hereby grants to
<br />the State a perpetual, irrevocable, no-fee right and license to make, have made, reproduce, modify
<br />distribute, perform and otherwise use the works and documents for any and all purposes, in all forms and
<br />manners that the State, in its sole discretion, deems appropriate. The Grantee shall upon the request of the
<br />State, execute all papers and perform all other acts necessary, to document and secure said right and license
<br />to the works and documents by the State. At the request of the State, the Grantee shall permit the State to
<br />inspect the original documents and provide a copy of any of the document to the State, without cost, for use
<br />by the State in any manner the State, in its sole discretion, deems appropriate.
<br />10.4 Obligations. Granteerepresents and warrants that materials produced or used under this grant contract do
<br />not and will not infringe upon any intellectual property rights of other persons or entities including but not
<br />limited to patents, copyrights, trade secrets, trade names, and service marks and names. Granteeshall
<br />indemnify and defend the State, at Grantee’s expense, from any action or claim brought against the State to
<br />the extent that it is based on a claim that all or part of the materials infringe upon the intellectual property
<br />rights of another. Granteeshall be responsible for payment of any and all such claims, demands, obligations,
<br />liabilities, costs, and damages including, but not limited to reasonable attorneys’fees arising out of this grant
<br />contract, amendments and supplements thereto, which are attributable to such claims or actions.
<br />G-SPB-24-006 -CentervilleCity Hall -Commerce3
<br />
<br />
|