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 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. representative for MINNESOTA STATE. 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, 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 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 opinion of CONTRACTOR or MnSCU’s opinion MINNESOTA STATE is likely to arise, the 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 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. . 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, 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 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 MnSCUMINNESOTA STATE’s opinion is likely to arise, the CONTRACTOR shall, at MnSCUMINNESOTA 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.

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. . 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, 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 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 MnSCUMINNESOTA STATE’s opinion is likely to arise, the CONTRACTOR shall, at MnSCUMINNESOTA 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.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. MnSCU The CITY is and shall own be and remain the sole owner of all rights, title title, and interest in in, to, and associated with 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, notesplans, documents, software in all forms, hardware, programs, procedures, specifications, drawings, brochures pamphlets, manuals, flyers, models, photographic or design images, negatives, videos and documentationfilm, computer based training modulestapes, electronicallywork product, magnetically or digitally recorded materialinformation, data and other work in whatever form items (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 preliminary, draft, master, final, paper, electronic, or other form), shall be remitted along with the media on which they reside and with which they interface for function or aesthetics, that are generated or developed with respect to MnSCU by and in connection with this Contract and the CONTRACTORperformance thereof (collectively, the “CITY Property”). The CITY’s ownership of CITY Property includes without limitation all common law, statutory and other rights, title, and interest in, to, and associated with trademark, service mark, copyright, patent, trade secret, and publicity (collectively, the “CITY Intellectual Property”). CONSULTANT, its employees and any subcontractorsemployees, agents, officers, and the CONTRACTOR shall subcontractors may not copyuse CITY Property or CITY Intellectual Property in any way, reproduce, allow or cause to have the MATERIALS copied, reproduced or used for any purpose other than in performance of its services under the CONTRACTOR’S obligations under terms of this contract Contract, without the prior written consent of MnSCUthe CITY, which may be granted or denied in the CITY’s authorized representativesole discretion. The CONTRACTOR represents CONSULTANT, its employees, agents, officers, and warrants subcontractors’ access to and/or use of CITY Property and CITY Intellectual Property is without any warranty or representation by the CITY regarding same. For all materials listed hereinabove that MATERIALS produced are not generated or used developed under this contract do not and will not infringe upon any intellectual property rights of another, includingContract or performance hereof, but not limited torather are brought in, patentsprovided, copyrightsor installed by CONSULTANT (collectively, trade secrets, trade namesthe “CONSULTANT Property”), 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 associated therewith (collectively, the “CONSULTANT Intellectual Property”), CONSULTANT (its employees, officers, agents, and subcontractors, which for purposes of anotherthis section shall collectively be referred to as “CONSULTANT”) warrants and represents the following: 6.1 CONSULTANT was and is the sole owner of all right, title and interest in and to all CONULTANT Property and CONSULTANT Intellectual Property; or 6.2 CONSULTANT has obtained, and was and is the sole holder of one or more freely assignable, transferable, non-exclusive licenses in and to the CONSULTANT Property and CONSULTANT Intellectual Property, as necessary to provide and install the CONSULTANT Property and/or to assign or grant corresponding to the CITY all licenses necessary for the full performance of this Contract; and that the CONSULTANT s current and will remain current on all royalty payments due and payable under any license where CONSULTANT is licensee; and 6.3 CONSULTANT has not conveyed, and will not convey, any assignment, security interest, exclusive license, or other right, title, or interest that would interfere in any way with the the CITY’s use of the CONSULTANT Property or any license granted to the CITY for use of the CONSULTANT Intellectual Property rights; and 6.4 Subject to Chapter 119, Florida Statutes (Florida Public Records Act), CONSULTANT shall maintain the CITY Property and the CITY Intellectual Property in strictest confidence and may not transfer, disclose, duplicate, or otherwise use CITY Property or CITY Intellectual Property in any way, other than in performance of its services under the terms of this Contract, without the prior written consent of CITY, which may be granted or denied in the CITY's sole discretion. The CONTRACTOR CONSULTANT shall be responsible for payment not publish, copyright, trademark, service mark, patent, or claim trade secret, publicity, or other rights of any kind in any of the Property. In ensuring the confidentiality and all such claimssecurity of CITY Property and CITY Intellectual Property, demands, obligations, liabilities, costs CONSULTANT shall utilize the same standards of protection and damages, includingconfidentiality that CONSULTANT uses to protect its own property and confidential information, but not limited to, in no instance less than reasonable attorney fees arising out of care plus the standards set forth anywhere in 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 lawContract.

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. 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, [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. 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 DocuSign Envelope ID: E0804EC6-6096-4C4B-91D2-8A1F64CAE9B0 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. . 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, 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 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 MnSCUMINNESOTA STATE’s opinion is likely to arise, the CONTRACTOR shall, at MnSCUMINNESOTA 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.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. MnSCU A. The 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"). . B. The CONTRACTOR hereby assigns to MnSCU the STATE all rights, title and interest to the MATERIALS. The CONTRACTOR shall, upon request of MnSCUthe STATE, execute all papers and perform all other acts necessary to assist MnSCU the 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 the STATE by the CONTRACTOR, its employees and any subcontractors. The CONTRACTOR, its employees, and the CONTRACTOR any subcontractors 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 'S obligations under this contract without the prior written consent of MnSCU’s the 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, including but not limited to, to patents, copyrights, trade secrets, trade names, and service marks and names. The CONTRACTOR shall will indemnify and defend, to defend the extent permitted by the Attorney General, MnSCU STATE at the CONTRACTOR’S 'S expense from any action or claim brought against MnSCU the STATE to the extent that it is based on a claim that all or part of the MATERIALS infringe infringes upon the intellectual property rights of another. The CONTRACTOR shall be responsible for payment of any and all such claims, demands, obligations, liabilities, costs costs, and damages, 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 'S or MnSCU’s the STATE'S opinion is likely to arise, the CONTRACTOR shall, shall at MnSCU’s discretion, the STATE'S discretion either procure for MnSCU the 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.

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. . 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, 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.