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protection under the United States Copyright Act shall be deemed to be "works made for hire." The
<br /> CLIENT agrees to, and hereby does, assign all rights, title, and interest it may have in the WORKS and
<br /> the DOCUMENTS to COLLEGE, The CLIENT shall, at the request of COLLEGE, execute all papers
<br /> and perform all other acts necessary to transfer or record COLLEGE'S ownership interest in the
<br /> WORKS and DOCUMENTS.
<br /> B. OBLIGATIONS:
<br /> 1 NOTIFICATION: Whenever any invention, improvement or discovery (whether or not patentable)
<br /> is made or conceived for the first time or actually or constructively reduced to practice by the
<br /> CLIENT, including its employees and contracts, in the performance of this contract, the CLIENT
<br /> shall immediately give COLLEGE Authorized Representative written notice thereof, and shall
<br /> promptly furnish the Authorized Representative with complete information and/or disclosure
<br /> thereof.
<br /> 2 REPRESENTATION: The CLIENT shall perform all acts, and take c-1!1 steps I1oLe-ssaiy to ensure
<br /> that all intellectual property rights in the WORKS and DOCUMENTS are the sole property of
<br /> COLLEGE, and that no CLIENT employee, agent, or sub-contractor retains any interest in and to
<br /> the WORKS and DOCUMENTS. The CLIENT represents and warrants that the WORKS and
<br /> DOCUMENTS do not and shall not infringe upon any intellectual property rights of other persons
<br /> or entities. The CLIENT shall indemnify, defend, and hold harmless COLLEGE, at the CLIENT'S
<br /> expense, from any action or claim brought against COLLEGE to the extent that it is based on a
<br /> claim that all or part of the WORKS or DOCUMENTS infringe upon the intellectual property
<br /> rights of others. The CLIENT shall be responsible for payment of any and all such claims,
<br /> demands, obligations, liabilities, costs, and damages including, but not limited to, attomey fees. If
<br /> such a claim or action arises, or in the CLIENTS or the COLLEGE opinion is likely to arise, the
<br /> CLIENT shall, at COLLEGE discretion, either procure for COLLEGE the right or license to use the
<br /> intellectual property rights at issue or to replace or modify the allegedly infringing WORKS or
<br /> DOCUMENTS as necessary and appropriate to obviate the infringement claim. This remedy of
<br /> COLLEGE shall be in addition to and not exclusive of other remedies provided by law.
<br /> C. LICENSE TO CLIENT: COLLEGE hereby grants a limited no-fee, noncommercial license to the
<br /> CLIENT to enable the CLIENT'S employees engaged in research and scholarly pursuits to make, have
<br /> made, reproduce, modify, distribute, perform, and otherwise use the WORKS, including
<br /> DOCUMENTS, for research activities or to publish in scholarly or professional journals, provided that
<br /> they are existing or future intellectual property rights in the WORKS or DOCUMENTS (including
<br /> patents, licenses, trade or service marks, trade secrets, or copyrights) are not prejudiced or infringed
<br /> upon, that the Minnesota data practices Act is complied with, and that individual rights to privacy are
<br /> not violated. The CLIENT shall indemnify and hold harmless COLLEGE for any claim or action based
<br /> on the CLIENT'S use of the WORKS or DOCUMENTS under the provisions of this contract. The
<br /> CLIENT may reproduce and retain a copy of the DOCUMENTS for research and academic use. The
<br /> CLIENT is responsible for security of the CLIENT'S copy of the DOCUMENTS and compliance with
<br /> the Minnesota Data practices Act. A copy of any articles, materials or documents produced by the
<br /> CLIENTS research and academic employees, in any form, using or derived from the subject matter of
<br /> this license, shall be promptly delivered without cost to COLLEGE.
<br /> D. SURVIVABILITY: The rights and duties of COLLEGE and the CLIENT provided for above shall
<br /> survive the expiration or cancellation of this contract.
<br /> S PUBLICITY. Any publicity given to the program, publications, or services provided resulting from this
<br /> contract, including but not limited to notices, informational pamphlets, press releases, research reports,
<br /> signs, and similar public notices prepared by or for CLIENT or its employees individually or jointly with
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