Laserfiche WebLink
Metropolitan deems proper without additional compensation to Agency. Agency shall have no <br />responsibility or liability for any revisions, changes, or corrections made by Metropolitan, or any <br />use or reuse pursuant to the paragraph unless Agency accepts such responsibility in writing. <br />d. Agency shall include the following language in its agreement with any <br />consultant or contractor retained by Agency to work on the Study: "All intellectual property <br />developed pursuant to this Agreement is owned by Agency. As used herein, the term 'intellectual <br />property' includes, but is not limited to, all inventions, patents, copyrightable subject matter, <br />copyrights, test data, trade secrets, other confidential information and software created or <br />prepared pursuant to this agreement." <br />e. Agency shall promptly notify Metropolitan, in writing, of all intellectual <br />property conceived or developed in the course of Agency's work for Metropolitan under this <br />Agreement. <br />13. Nonuse of Intellectual Property of Third Parties <br />Agency shall not use, disclose or copy any intellectual property of any third parties <br />in connection with work carried out under this Agreement, except for intellectual property for <br />which Agency has a license. Agency shall indemnify and hold Metropolitan harmless against all <br />claims raised against Metropolitan based upon allegations that Agency has wrongfully used <br />intellectual property of others in performing work for Metropolitan. <br />14. Representations <br />Each Party represents that it is represented by legal counsel, that it has reviewed <br />this Agreement and agrees that: <br />a. This Agreement is legally enforceable; <br />b. Payments made by Metropolitan to Agency pursuant to this Agreement <br />are a legal use of Metropolitan's funds; and, <br />C. Metropolitan may legally recover the costs incurred by Metropolitan <br />pursuant to this Agreement in the water rates charged to its Member Agencies, including Agency. <br />City of Santa Ana 8 Agreement No. 189280 <br />20C-15 <br />