improvements, discoveries (whether or not patentable), databases, computer programs, reports,
notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and disks
conceived, reduced to practice, created or originated by the Contractor, its employees, agents, and
subcontractors, either individually or jointly with others in the performance of this Contract.
“Works” includes documents. The “documents” are the originals of any databases, computer
programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications,
materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by the
Contractor, its employees, agents, or subcontractors, in the performance of this Contract. The
documents will be the exclusive property of the State and all such documents must be immediately
returned to the State by the Contractor upon completion or cancellation of this Contract. To the
extent possible, those works eligible for copyright protection under the United States Copyright Act
will be deemed to be “works made for hire.” The Contractor assigns all right, title, and interest it
may have in the works and the documents to the State. The Contractor must, at the request of the
State, execute all papers and perform all other acts necessary to transfer or record the State’s
ownership interest in the works and documents.
(b) Obligations
(1) Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is
made or conceived for the first time or actually or constructively reduced to practice by the
Contractor, including its employees and subcontractors, in the performance of this Contract, the
Contractor will immediately give the State’s Authorized Representative written notice thereof, and
must promptly furnish the State’s Authorized Representative with complete information and/or
disclosure thereon.
(2) Representation. The Contractor must perform all acts, and take all steps necessary to ensure that
all intellectual property rights in the works and documents are the sole property of the State, and
that neither Contractor nor its employees, agents, or subcontractors retain any interest in and to the
works and documents. The Contractor represents and warrants that the works and documents do not
and will not infringe upon any intellectual property rights of other persons or entities.
Notwithstanding Clause 8, the Contractor will indemnify; defend, to the extent permitted by the
Attorney General; and hold harmless the State, at the Contractor’s expense, from any action or
claim brought against the State to the extent that it is based on a claim that all or part of the works
or documents infringe upon the intellectual property rights of others. The Contractor will be
responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and
damages, including but not limited to, attorney fees. If such a claim or action arises, or in the
Contractor’s or the State’s opinion is likely to arise, the Contractor must, at the State’s discretion,
either procure for the State the right or license to use the intellectual property rights at issue or
replace or modify the allegedly infringing works or documents as necessary and appropriate to
obviate the infringement claim. This remedy of the State will be in addition to and not exclusive of
other remedies provided by law.
11 Workers Compensation
The Grantee certifies that it is in compliance with Minn. Stat. §176.181, Subd. 2, pertaining to workers’
compensation insurance coverage. The Grantee’s employees and agents will not be considered State
employees. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these
employees and any claims made by any third party as a consequence of any act or omission on the part of
these employees are in no way the State’s obligation or responsibility.
12 Publicity and Endorsement
[IF THE GRANT FUNDING SOURCE(S) HAVE ADDITIONAL PUBLICITY REQUIREMENTS, LIST
HERE]
12.1 Publicity
Grant Contract Agreement template for Competitively awarded grant to nongovernmental organization FY21: Updated June 2020 5