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Mn/DOT Agreement No. 81361
<br />Works includes "Documents." Documents are the originals of any databases, computer
<br />programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications,
<br />materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by the
<br />City, its employees, agents, or subcontractors, in the performance of this agreement. The
<br />Documents will be the exclusive property of the State and all such Documents must be
<br />immediately retumed to the State by the City upon completion or cancellation of this agreement.
<br />To the extent possible, those Works eligible for copyright protection under the United States
<br />Copyright Act will be deemed to be "works made for hire." The City assigns all right, title, and
<br />interest it may ha�e in the Works and the Documents to the State. The City must, at the request
<br />of the State, execute all papers and perform all other acts necessary to transfer or record the
<br />State's ownership interest in the Works and Documents.
<br />9.2 Obligations
<br />A. Notification. Whenever any invention, improvement, or discovery (whether or not
<br />patentable) is made or conceived for the first time or actually or constructively reduced to
<br />practice by the City, including its employees and subcontractors, in the performance of
<br />this agreement, the City will immediately give the State's Authorized Representative
<br />written notice thereof, and must promptly furnish the Authorized Representative with
<br />complete information and/or disclosure thereon.
<br />B. Representation. The City must perform all acts, and take all steps necessary to ensure
<br />that all intellectual property rights in the Works and Documents are the sole property of
<br />the State, and that neither City nor its employees, agents, or subcontractors retain any
<br />interest in and to the Works and Documents. The City represents and warrants that the
<br />Works and Documents do not and will not infringe upon any intellectual property rights
<br />of other persons or entities. Notwithstanding Clause 8, the City will indemnify; defend,
<br />to the extent permitted by the Attomey General; and hold harmless the State, at the City's
<br />expense, from any action or claim brought against the State to the extent that it is based
<br />on a claim that all or part of the Works or pocuments infringe upon the intellectual
<br />property rights of others. The City will be responsible for payment of any and all such
<br />claims, demands, obligations, liabilities, costs, and damages, including but not limited to,
<br />attomey fees. If such a claim or action arises, or in the City's or the State's opinion is
<br />likely to arise, the City must, at the State's discretion, either procure for the State the
<br />right or license to use the intellectual property rights at issue or replace or modify the
<br />allegedly infringing Works or pocuments as necessary and appropriate to obviate the
<br />infiingement claim. This remedy of the State will be in addition to and not exclusive of
<br />other remedies provided by law.
<br />10 Venue
<br />Venue for all legal proceedings out of this agreement, or its breach, must be in the appropriate state
<br />or federal court with competent jurisdiction in Ramsey County, Nlinnesota.
<br />11 Termination
<br />11.1 Termination.
<br />may terminate this
<br />The State or the Commissioner of the Nlinnesota Department of Administration
<br />agreement at any time, with or without cause, upon 30 days' written notice to the
<br />Rev 11100 Joint Powers Agreement for ProfessionaUTechnical Services 5
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