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Standard Grant Template Version 1.2 <br /> Grant Agreement Number <br /> Between the Minnesota Department of Health and;The City of New Brighton <br /> obtain and register copyrights, patents or other forms of protection provided by law for the materials. <br /> The materials created under this grant agreement by the Grantee, its employees or subgrantees, <br /> 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 subgrantees shall not copy, reproduce, allow or cause <br /> 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 /> 12.2 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 /> 13. Workers'Compensation The Grantee certifies that it is in compliance with Minnesota Statutes section <br /> 176.181, subdivision 2,which pertains to workers' compensation insurance coverage. The Grantee's employees <br /> and agents 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 /> 14. Publicity and Endorsement <br /> 14.1 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 subgrantees 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 /> 14.2 Endorsement The Grantee must not claim that the State endorses its products or services. <br /> 15. Termination <br /> 15.1 Termination by the State The State or Grantee may cancel this grant agreement at any time, <br /> with or without cause, upon thirty (30) days written notice to the other party. <br /> 15.2 Termination for Cause If the Grantee fails to comply with the provisions of this grant <br /> agreement, the State may terminate this grant agreement without prejudice to the right of the State <br /> Page 7 of 12 <br />