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Vendor No.0000201754 Contract No.166314 3000/R29337VE/R293211
<br /> PO No.160923
<br /> Works and Documents do not and will not infringe upon any intellectual properiy rights of
<br /> other persons or entities. Notwithstanding Clause 9, the Grantee will indemnify; defend,to
<br /> the extent permitted by the Attorney General; and hold harmless the State, at the Grantee's
<br /> expense, from any action or claim brought against the State to the extent that it is based on a
<br /> claim that all or part of the Works or pocuments infringe upon the intellectual property
<br /> rights of others. The Grantee will be responsible for payment of any and all such claims,
<br /> demands,obligations, liabilities,costs, and damages, including but not limited to, attorney
<br /> fees. If such a claim or action arises, or in the Grantee's or the State's opinion is likely to
<br /> arise, the Grantee must,at the State's discretion, either procure for the State the right or
<br /> license to use the intellectual property rights at issue or replace or modify the allegedly
<br /> infringing Works or pocuments as necessary and appropriate to obviate the infringement
<br /> claim. This remedy of the State will be in addition to and not exclusive of other remedies
<br /> provided by law.
<br /> 12 Workers' Compensation
<br /> The Grantee certifies that it is in compliance with Minn. Stat. §176.181, Subd. 2,pertaining to workers' compensation
<br /> insurance coverage. The Grantee's employees and agents will not be considered State employees. Any claims that
<br /> may arise under the Minnesota Workers' Compensation Act on behalf of these employees and any claims made by any
<br /> third party as a consequence of any act or omission on the part of these employees are in no way the State's obligation
<br /> or responsibility.
<br /> 13 Publicity and Endorsement
<br /> 13.1. Publiciry. Any publicity regarding the subject matter of this grant contract must identify the State as the
<br /> sponsoring agency and must not be released without prior written approval from the State's Authorized
<br /> Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press
<br /> releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or
<br /> jointly with others, or any subcontractors, with respect to the program,publications, or services provided
<br /> resulting from this grant contract.
<br /> 13.2. Endorsement. The Grantee must not claim that the State endorses its products or services and the Grantee
<br /> must adhere to the terms of 2 CFR 200.315.
<br /> 14 Governing Law,Jurisdiction,and Venue
<br /> Minnesota law, without regard to its choice-of-law provisions, governs this grant contract. Venue for all legal
<br /> proceedings out of this grant contract, or its breach, must be in the appropriate state or federal court with competent
<br /> jurisdiction in Ramsey County, Minnesota.
<br /> 15 Termination
<br /> 15.1. Termination by the State. The State may immediately terminate this grant contract with or without cause,
<br /> upon 30 days' written notice to the Grantee. Upon termination,the Grantee will be entitled to payment,
<br /> determined on a pro rata basis, for services satisfactorily performed.
<br /> 15.2. Termination for Cause. The State may immediately terminate this grant contract if the State finds that
<br /> there has been a failure to comply with the provisions of this grant contract,that reasonable progress has
<br /> not been made or that the purposes for which the funds were granted have not been or will not be fulfilled.
<br /> The State may take action to protect the interests of the State of Minnesota, including the refusal to
<br /> disburse additional funds and requiring the return of all or part of the funds already disbursed.
<br /> 16 Data Disclosure
<br /> Under Minn. Stat. § 270C.65, Subd. 3, and other applicable law,the Grantee consents to disclosure of its social
<br /> security number,federal employer tax identification number, and/or Minnesota tax identification number, already
<br /> provided to the State,to federal and state tax agencies and state personnel involved in the payment of state
<br /> obligations. These identification numbers may be used in the enforcement of federal and state tax laws which
<br /> could result in action reyuiring the Grantee to file state tax returns and pay delinquent state tax liabilities, if any.
<br /> VFA Grant 096 FY20 g
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