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121923-CDW <br /> <br />Rev. 3/2022 11 <br /> <br />software are contained in the applicable license agreement between the <br />Participating Entity and the licensor. <br />6. License to Work Product. Participating Entity’s rights to Work Product (meaning <br />materials and other deliverables to be provided or created individually or jointly <br />in connection with the Services, including but not limited to all inventions, <br />discoveries, methods, processes, formulae, ideas, concepts, techniques, know- <br />how, data, designs, models, prototypes, works of authorship, computer <br />programs, proprietary tools, methods of analysis, and other information whether <br />or not capable of protection by patent, copyright, trade secret, confidentiality, or <br />other proprietary rights, or discovered in the course of performance of this <br />Contract, that are embodied in such work or materials) will be upon payment in <br />full a non-transferable, non-exclusive, royalty-free license to use such Work <br />Product solely for Participating Entity’s internal use. Participating Entity obtains <br />no ownership or other property rights thereto. Participating Entity agrees that <br />Supplier may incorporate intellectual property created by third parties into the <br />Work Product and that Participating Entity’s right to use such Work Product may <br />be subject to the rights of and limited by agreements with such third parties. <br /> <br />B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released <br />without prior written approval from the Authorized Representatives. Publicity includes notices, <br />informational pamphlets, press releases, research, reports, signs, and similar public notices <br />prepared by or for the Supplier individually or jointly with others, or any subcontractors, with <br />respect to the program, publications, or services provided resulting from this Contract. <br /> <br />C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be <br />approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development <br />Administrator assigned to this Contract. <br /> <br />D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, <br />Products, or Services. <br /> <br />14. GOVERNING LAW, JURISDICTION, AND VENUE <br /> <br />The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue <br />for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate <br />state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota. <br /> <br />15. FORCE MAJEURE <br /> <br />Neither party to this Contract will be held responsible for delay or default caused by acts of God <br />or other conditions that are beyond that party’s reasonable control. A party defaulting under <br />this provision must provide the other party prompt written notice of the default. <br /> <br /> <br /> <br />  <br />    <br />  <br />  <br />City Council 12 – 14 7/1/2025