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Option 1:
13. OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS.
a. MINNESOTA STATE shall own all rights, title and interest in all of the materials conceived or created
by the CONTRACTOR, or its employees or subcontractors, either individually or jointly with others and which
arise out of the performance of this contract, created and paid for under this contract, including any inventions,
reports, studies, designs, drawings, specifications, notes, documents, software and documentation, computer based
training modules, electronically, magnetically or digitally recorded material, and other work in whatever form
(hereinafter MATERIALS).The CONTRACTOR hereby assigns to MINNESOTA STATE all rights, title and
interest to the MATERIALS. The CONTRACTOR shall, upon request of MINNESOTA STATE, execute all papers
and perform all other acts necessary to assist MINNESOTA STATE to obtain and register copyrights, patents or
other forms of protection provided by law for the MATERIALS. The MATERIALS created under this contract by
the CONTRACTOR, its employees or subcontractors, individually or jointly with others, shall be considered “works
made for hire” as defined by the United States Copyright Act. All of the MATERIALS, whether in paper,
electronic, or other form, shall be remitted to Minnesota State by the CONTRACTOR, its employees and any
subcontractors, and the CONTRACTOR shall not copy, reproduce, allow or cause to have the MATERIALS copied,
reproduced or used for any purpose other than performance of the CONTRACTOR’S obligations under this contract
without the prior written consent of MINNESOTA STATE’S authorized representative.
b. The CONTRACTOR represents and warrants that MATERIALS produced or used under this contract
do not and will not infringe upon any intellectual property rights of another, including, but not limited to, patents,
copyrights, trade secrets, trade names, and service marks and names. The CONTRACTOR shall indemnify and
defend, to the extent permitted by the Attorney General, MINNESOTA STATE at the CONTRACTOR’S expense
from any action or claim brought against MINNESOTA STATE to the extent that it is based on a claim that all or
part of the MATERIALS infringe upon the intellectual property rights of another. The CONTRACTOR shall be
responsible for payment of any and all such claims, demands, obligations, liabilities, costs and damages, including,
but not limited to, reasonable attorney fees arising out of this contract, amendments and supplements thereto, which
are attributable to such claims or actions. If such a claim or action arises, or in the CONTRACTOR’S or
MINNESOTA STATE’S opinion is likely to arise, the CONTRACTOR shall, at MINNESOTA STATE’S discretion,
either procure for MINNESOTA STATE the right or license to continue using the MATERIALS at issue or replace
or modify the allegedly infringing MATERIALS. This remedy shall be in addition to and shall not be exclusive to
other remedies provided by law.