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DocuSign Envelope ID:6E5E583C-AE8C-4945-A183-9F3A4F2397EC <br /> 121923-CDW <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 /> 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 /> 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 /> D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, <br /> Products, or Services. <br /> 14. GOVERNING LAW,JURISDICTION,AND VENUE <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 /> 15. FORCE MAJEURE <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 /> Rev. 3/2022 11 <br />