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12. Intellectual Property a. All intellectual property produced by OCWD or City pursuant to this Agreement in the performance of the Study shall be owned by City, which has granted Metropolitan and its member public agencies a perpetual, nonexclusive license, at no cost, to use the intellectual property developed in the course of the work performed under this Agreement by City or any contractor and consultant working on the Study as the Study is described in Exhibit A. As used herein, Metropolitan directs that the term "intellectual property" includes, but is not limited to, all inventions, patents, copyrightable subject matter, copyrights, test data, trade secrets, other confidential information and software created as a result of the Study funded by Metropolitan herein. b. City and OCWD agree that all results produced in the performance of this Agreement may be released to the public. C. City and OCWD agree that Metropolitan may utilize any material prepared or utilize work created by the City or OCWD pursuant to this Agreement, including non- proprietary computer software, in any manner which Metropolitan deems proper without additional compensation to City or OCWD. City shall have no responsibility or liability for any revisions, changes, or corrections made by Metropolitan, or any use or reuse pursuant to the paragraph unless City accepts such responsibility in writing. d. All intellectual property developed pursuant to this Agreement is owned by City. As used herein, the term `intellectual property' includes, but is not limited to, all inventions, patents, copyrightable subject matter, copyrights, test data, trade secrets, other confidential information and software created as a result of the Study authorized herein. e. City recognizes that the results of the work performed under this Agreement may be published by OCWD. City agrees that OCWD employees engaged in work for the Exhibit A scope will be free to present at symposia or professional meetings, and to publish in journals, theses or dissertations, or otherwise of their own choosing, methods and results of the work performed under this Agreement. Upon written request by City, copies of proposed manuscripts will be furnished to City for review prior to publication. In no event will OCWD delay publication for more than thirty (30) days from date of submittal of manuscript for City review. OCWD shall submit a Final Report in the format shown in Exhibit D. 13. Nonuse of Intellectual Property of Third Parties OCWD and City agree not to use, disclose or copy any intellectual property of any third parties in connection with work carried out under this Agreement, except for intellectual property for which OCWD, City or their consultants/subconsultants have a license or other legal permission to use. OCWD shall indemnify, defend, and hold City and Metropolitan harmless against all claims raised against City based upon allegations that OCWD has wrongfully used intellectual property of others in performing the work authorized by this Agreement. 2629/022499-0003 13498849.12 n08/01/19