Common use of OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS Clause in Contracts

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. MnSCU 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 MnSCU all rights, title and interest to the MATERIALS. The CONTRACTOR shall, upon request of MnSCU, execute all papers and perform all other acts necessary to assist MnSCU 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 MnSCU 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 MnSCU’s authorized representative. 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, MnSCU at the CONTRACTOR’S expense from any action or claim brought against MnSCU 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 MnSCU’s opinion is likely to arise, the CONTRACTOR shall, at MnSCU’s discretion, either procure for MnSCU 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.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. MnSCU Minnesota State shall own all rights, title and interest in all of the materials conceived or created by the CONTRACTORContractor, 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“Materials”). The CONTRACTOR Contractor hereby assigns to MnSCU Minnesota State all rights, title and interest to the MATERIALSMaterials. The CONTRACTOR Contractor shall, upon request of MnSCUMinnesota State, execute all papers and perform all other acts necessary to assist MnSCU Minnesota State to obtain and register copyrights, patents or other forms of protection provided by law for the MATERIALSMaterials. The MATERIALS Materials created under this contract by the CONTRACTORContractor, 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 MATERIALSMaterials, whether in paper, electronic, or other form, shall be remitted to MnSCU Minnesota State by the CONTRACTORContractor, its employees and any subcontractorsSubcontractors, and the CONTRACTOR Contractor shall not copy, reproduce, allow or cause to have the MATERIALS Materials copied, reproduced or used for any purpose other than performance of the CONTRACTOR’S Contractor’s obligations under this contract without the prior written consent of MnSCU’s an authorized representativerepresentative of Minnesota State. The CONTRACTOR Contractor represents and warrants that MATERIALS 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 Contractor shall indemnify and defend, to the extent permitted by the Attorney General, MnSCU Minnesota State at the CONTRACTOR’S Contractor’s expense from any action or claim brought against MnSCU Minnesota State to the extent that it is based on a claim that all or part of the MATERIALS Materials infringe upon the intellectual property rights of another. The CONTRACTOR 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 Contractor’s or MnSCU’s the opinion of Minnesota State is likely to arise, the CONTRACTOR Contractor shall, at MnSCU’s discretionthe discretion of Minnesota State, either procure for MnSCU Minnesota State the right or license to continue using the MATERIALS Materials at issue or replace or modify the allegedly infringing MATERIALSMaterials. This remedy shall be in addition to and shall not be exclusive to other remedies provided by law.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. MnSCU 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 MnSCU MINNESOTA STATE all rights, title and interest to the MATERIALS. The CONTRACTOR shall, upon request of MnSCUMINNESOTA STATE, execute all papers and perform all other acts necessary to assist MnSCU 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 MnSCU 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 MnSCU’s the authorized representative. 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, MnSCU at the CONTRACTOR’S expense from any action or claim brought against MnSCU 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 representative 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 MnSCU’s opinion is likely to arise, the CONTRACTOR shall, at MnSCU’s discretion, either procure for MnSCU 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 lawMINNESOTA STATE.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. MnSCU Minnesota State shall own all rights, title and interest in all of the materials conceived or created by the CONTRACTORContractor, 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“Materials”). The CONTRACTOR Contractor hereby assigns to MnSCU Minnesota State all rights, title and interest to the MATERIALSMaterials. The CONTRACTOR Contractor shall, upon request of MnSCUMinnesota State, execute all papers and perform all other acts necessary to assist MnSCU Minnesota State to obtain and register copyrights, patents or other forms of protection provided by law for the MATERIALSMaterials. The MATERIALS Materials created under this contract by the CONTRACTORContractor, 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 MATERIALSMaterials, whether in paper, electronic, or other form, shall be remitted to MnSCU Minnesota State by the CONTRACTORContractor, its employees and any subcontractors, and the CONTRACTOR Contractor shall not copy, reproduce, allow or cause to have the MATERIALS Materials copied, reproduced or used for any purpose other than performance of the CONTRACTOR’S Contractor’s obligations under this contract without the prior written consent of MnSCU’s an authorized representativerepresentative of Minnesota State. The CONTRACTOR Contractor represents and warrants that MATERIALS 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 Contractor shall indemnify and defend, to the extent permitted by the Attorney General, MnSCU Minnesota State at the CONTRACTOR’S Contractor’s expense from any action or claim brought against MnSCU Minnesota State to the extent that it is based on a claim that all or part of the MATERIALS Materials infringe upon the intellectual property rights of another. The CONTRACTOR 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 Contractor’s or MnSCU’s the opinion of Minnesota State is likely to arise, the CONTRACTOR Contractor shall, at MnSCU’s discretionthe discretion of Minnesota State, either procure for MnSCU Minnesota State the right or license to continue using the MATERIALS Materials at issue or replace or modify the allegedly infringing MATERIALSMaterials. This remedy shall be in addition to and shall not be exclusive to other remedies provided by law.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. MnSCU 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 MnSCU MINNESOTA STATE all rights, title and interest to the MATERIALS. The CONTRACTOR shall, upon request of MnSCUMINNESOTA STATE, execute all papers and perform all other acts necessary to assist MnSCU 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 MnSCU 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 MnSCUMINNESOTA STATE’s authorized representative. 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, MnSCU at the CONTRACTOR’S expense from any action or claim brought against MnSCU 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 MnSCU’s opinion is likely to arise, the CONTRACTOR shall, at MnSCU’s discretion, either procure for MnSCU 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.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. MnSCU 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 MnSCU MINNESOTA STATE all rights, title and interest to the MATERIALS. The CONTRACTOR shall, upon request of MnSCUMINNESOTA STATE, execute all papers and perform all other acts necessary to assist MnSCU 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 MnSCU 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 MnSCUMINNESOTA STATE’s authorized representative. 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, MnSCU at the CONTRACTOR’S expense from any action or claim brought against MnSCU 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 MnSCU’s opinion is likely to arise, the CONTRACTOR shall, at MnSCU’s discretion, either procure for MnSCU 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.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. MnSCU shall own all rights, title and interest in all Ownership 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) shall be determined according to the checked paragraph below in this Section 13(a): [CHECK ONLY ONE BOX BELOW in 13(a)] CONTRACTOR shall own all rights, title and interest in the MATERIALS. The CONTRACTOR hereby grants MINNESOTA STATE a non-exclusive, perpetual, irrevocable, worldwide, fully paid, royalty-free license to reproduce, modify, distribute, publicly display, and use the MATERIALS. CONTRACTOR shall own all rights, title and interest in the MATERIALS. MINNESOTA STATE and [INSERT NAME OF COMPANY WHICH IS RECEIVING THE TRAINING] may keep a copy of the materials for their files. MINNESOTA STATE shall own all rights, title and interest in all of the MATERIALS. The CONTRACTOR hereby assigns to MnSCU MINNESOTA STATE all rights, title and interest to the MATERIALS. The CONTRACTOR shall, upon request of MnSCUMINNESOTA STATE, execute all papers and perform all other acts necessary to assist MnSCU 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 MnSCU 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 MnSCUMINNESOTA STATE’s authorized representative. The CONTRACTOR represents and warrants that MATERIALS produced or used under this contract do not and will not infringe upon any contractual or 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, MnSCU MINNESOTA STATE at the CONTRACTOR’S expense from any action or claim brought against MnSCU MINNESOTA STATE to the extent that it is based on a claim that all or part of the MATERIALS infringe upon the contractual or 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 incurred by MINNESOTA STATE, 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 MnSCU’s MINNESOTA STATE’S opinion is likely to arise, the CONTRACTOR shall, at MnSCU’s MINNESOTA STATE’S discretion, either procure for MnSCU 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. RELEASE. [THIS PARAGRAPH IS OPTIONAL AND MAY BE REMOVED IF NOT APPLICABLE – CONTACT LEGAL COUNSEL IF THE CONTRACTOR OR THE COMPANY RECEIVING THE TRAINING WANTS TO RECORD THE TRAINING] CONTRACTOR hereby authorizes MINNESOTA STATE and its agents [OPTIONAL: AND/OR NAME OF COMPANY] to record the Training on video tape, audio tape, film, photograph, or any other medium, and grants MINNESOTA STATE an irrevocable, royalty-free, non-exclusive license to use, reproduce, modify, distribute, digitize, translate, and publicly exhibit such recordings, in whole or in part, CHOOSE ONLY ONE: [without restrictions or limitation for any purpose which MINNESOTA STATE deems appropriate, including on the internet] OR [for MINNESOTA STATE’s educational purposes] OR [MINNESOTA STATE will have access to all recorded sessions for a period of [XX] days following the date of presentation. The recorded sessions will be available behind password protection for access and viewing by MINNESOTA STATE. MINNESOTA STATE will share the recording with CONTRACTOR and grants CONTRACTOR a limited license for use of the recorded sessions for internal general purpose of improving future presentations and professional development.] CONTRACTOR further consents to the use of his/her name, likeness, voice, and biographical material in connection with such recordings. CONTRACTOR hereby releases MINNESOTA STATE, its successors and assigns, and all persons for whom it is acting from any liability by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the recording process, or any unintentional misspellings or inaccuracies and waive any right that he/she may have to inspect or approve the finished recordings. ANTITRUST. The CONTRACTOR hereby assigns to the State of Minnesota any and all claims for overcharges as to goods or services provided in connection with this contract resulting from antitrust violations which arise under the antitrust laws of the United States or the antitrust laws of the State of Minnesota.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. A. MnSCU 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 MnSCU all rights, title and interest to the MATERIALS. The CONTRACTOR shall, upon request of MnSCU, execute all papers and perform all other acts necessary to assist MnSCU 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 MnSCU 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 MnSCU’s authorized representative. 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, MnSCU at the CONTRACTOR’S expense from any action or claim brought against MnSCU 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 MnSCU’s opinion is likely to arise, the CONTRACTOR shall, at MnSCU’s discretion, either procure for MnSCU 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.