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nonexclusive license, at no cost, to use the intellectual property developed in the <br />course of the work performed under this Agreement by Agency or any contractor <br />and consultant working on Study as described in Exhibit A. As used herein, the <br />term "intellectual property" includes, but is not limited to, all inventions, patents, <br />copyrightable subject matter, copyrights, test data, trade secrets, other <br />confidential information and software. <br />b. Agency agrees that all results produced in the performance of this Agreement may <br />be released to the public. <br />C. Metropolitan may utilize any material prepared or utilize work performed by <br />Agency pursuant to this Agreement, including computer software, in any manner <br />which Metropolitan deems proper without additional compensation to Agency. <br />Agency shall have no responsibility or liability for any revisions, changes, or <br />corrections made by Metropolitan, or any use or reuse pursuant to the paragraph <br />unless Agency accepts such responsibility in writing. <br />d. Agency shall include the following language in its agreement with any consultant <br />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 <br />term 'intellectual property' includes, but is not limited to, all inventions, patents, <br />copyrightable subject matter, copyrights, test data, trade secrets, other <br />confidential information and software created or prepared pursuant to this <br />agreement." <br />e. Agency shall promptly notify Metropolitan, in writing, of all intellectual property <br />conceived or developed in the course of Agency's work for Metropolitan under <br />this 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 in connection <br />with work carried out under this Agreement, except for intellectual property for which Agency <br />has a license. Agency shall indemnify and hold Metropolitan harmless against all claims raised <br />City of Santa Ana 10 Agreement No. 189280 <br />