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EXHIBIT A — STANDARD PROVISIONS
<br /> 1, AMENDMENTS AND SUPPLEMENTS. Any amendment or supplement to this contract shall be in
<br /> writing and shall be executed by parties authorized to execute the original contract, or their successors in
<br /> office.
<br /> 2. ASSIGNMENT. Neither CLIENT nor COLLEGE shall assign or transfer any rights or obligations under
<br /> this contract without the prior written approval of the other party.
<br /> 3 LIABILITY. COLLEGE and the CLIENT agree that each will be responsible for its own acts and the results
<br /> thereof to the extent authorized by law and shall not be responsible for the acts of the other party and the
<br /> results thereof. The liability of the COLLEGE shall be governed by the provisions of the Minnesota Tort
<br /> Claims Act, Minnesota Statutes Section 3.732 and 3.736 et seq., and other applicable law.
<br /> If materials are being provided to the COLLEGE by the CLIENT, the CLIENT agrees to be responsible for
<br /> and indemnify and defend, with the approval of the Attorney General's Office, COLLEGE against any
<br /> claims alleging that the materials provided by the CLIENT infringe on any third party's United States and/or
<br /> international patent(s), copyright(s), trademark(s), tradename( servicemark and servicename or trade
<br /> secret(s).
<br /> 4 CONFLICT OF INTEREST. CLIENT, pursuant to the terms of this Contract, is acquiring services and
<br /> materials, which are trade secrets to COLLEGE. CLIENT agrees that it will not, contemporaneous with and
<br /> subsequent to this contract provide third parties with access to those services or materials without the
<br /> express prior written consent of COLLEGE.
<br /> 5 STATE AUDITS. Any materials provided by CLIENT and other information relevant to this contract shall
<br /> be subject to examination by the contracting department and the Legislative Auditor.
<br /> 6. MINNESOTA GOVERNMENT DATA PRACTICES ACT. CLIENT must comply with the Minnesota
<br /> Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by the
<br /> COLLEGE in accordance with this contract, and as it applies to all data, created, collected, received, stored,
<br /> used, maintained, or disseminated by CLIENT in accordance with this contract. The civil remedies of
<br /> Minnesota Statutes Section 13.08 apply to the release of the data referred to in this Article by either
<br /> CLIENT or COLLEGE.
<br /> 7 OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS.
<br /> INTELLECTUAL PROPERTY RIGHTS: COLLEGE owns Intellectual Property Rights and Documents
<br /> with a Free License to the CLIENT:
<br /> A. INTELLECTUAL PROPERTY RIGHTS: COLLEGE shall own all rights, title, and interest in all of the
<br /> intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks in
<br /> the WORKS and DOCUMENTS. WORKS shall mean all inventions, improvements, discoveries
<br /> (whether or not patentable), databases, computer programs, reports, notes, studies, photographs,
<br /> negatives, designs, drawings, specifications, materials, tapes, and disks conceived, reduced to practice,
<br /> created or originated by the CLIENT, its employees, agents, and subcontractors, either individually or
<br /> jointly with others in the performance of this Contract. WORKS shall include "DOCUMENTS."
<br /> DOCUMENTS are the originals of any databases, computer programs, reports, notes, studies,
<br /> photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials,
<br /> whether intangible or electronic forms, prepared by the CLIENT, its employees, agents, or
<br /> subcontractors, in the performance of this contract. The DOCUMENTS shall be the exclusive property
<br /> of COLLEGE and all such DOCUMENTS shall be remitted to COLLEGE by the CLIENT upon
<br /> completion or cancellation of this contract. To the extent possible, those WORKS eligible for copyright
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