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

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. 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. 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.

OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS. Minnesota State shall own all rights, title and interest in all of the materials conceived or created by the CONTRACTORGrantee, or its employees or subcontractors, either individually or jointly with others and which arise out of the performance of this grant contract, created and paid for under this grant 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 Grantee hereby assigns to Minnesota State all rights, title and interest to the MATERIALSMaterials. The CONTRACTOR Grantee 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 MATERIALSMaterials. The MATERIALS Materials created under this grant contract by the CONTRACTORGrantee, 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 Minnesota State by the CONTRACTORGrantee, its employees and any subcontractors, and the CONTRACTOR Grantee 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 Grantee’s obligations under this grant contract without the prior written consent of the authorized representative of Minnesota State’s authorized representative. The CONTRACTOR Grantee represents and warrants that MATERIALS Materials produced or used under this grant 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 Grantee shall indemnify and defend, to the extent permitted by the Attorney General, Minnesota State at the CONTRACTOR’S Grantee’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 Materials infringe upon the intellectual property rights of another. The CONTRACTOR Grantee 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 grant 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 Grantee’s or the opinion of Minnesota State’s opinion State is likely to arise, the CONTRACTOR Grantee shall, at the discretion of Minnesota State’s discretion, either procure for 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. Minnesota State shall own all rights, title and interest in all of the materials conceived or created by the CONTRACTORCONSULTANT, or its employees or subcontractorssubCONSULTANTs, 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 CONSULTANT hereby assigns to Minnesota State all rights, title and interest to the MATERIALS. The CONTRACTOR CONSULTANT 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 CONTRACTORCONSULTANT, its employees or subcontractorssubCONSULTANTs, 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 CONTRACTORCONSULTANT, its employees and any subcontractorssubCONSULTANTs, and the CONTRACTOR CONSULTANT shall not copy, reproduce, allow or cause to have the MATERIALS copied, reproduced or used for any purpose other than performance of the CONTRACTORCONSULTANT’S obligations under this contract without the prior written consent of Minnesota State’s State authorized representative. The CONTRACTOR CONSULTANT 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 CONSULTANT shall indemnify and defend, to the extent permitted by the Attorney General, Minnesota State at the CONTRACTORCONSULTANT’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 CONSULTANT 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 CONTRACTORCONSULTANT’S or Minnesota State’s State opinion is likely to arise, the CONTRACTOR CONSULTANT shall, at Minnesota State’s State 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.