|
relationship, or to allow the Contractor to exercise discretion or control over the professional
<br />manner in which Subcontractor performs the services which are the subject matter of this HEAP
<br />Agreement; however, the services to be provided by Subcontractor shall be provided in a manner
<br />consistent with all applicable standards and regulations governing such services. Subcontractor
<br />shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
<br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />6. OWNERSHIP OF MATERIALS
<br />This HEAP Agreement creates a 11011-exclusive and perpetual license for Contractor to
<br />copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
<br />Property embodied in plans, specifications, studies, drawings, estimates, and other documents or
<br />works of authorship fixed in any tangible medium of expression, including but not limited to,
<br />physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Subcontractor under this HEAP Agreement ("Documents
<br />& Data"). Subcontractor shall require all subcontractors to agree in writing that Contractor is
<br />granted a non-exclusive and perpetual license for any Documents & Data the subcontractor
<br />prepares under this HEAP Agreement, Subcontractor represents and warrants that Subcontractor
<br />has the legal right to license any and all Documents & Data, Subcontractor makes no such
<br />representation and warranty in regard to Documents & Data which were provided to
<br />Subcontractor by the Contractor. Contractor shall not be limited in any way in its use of the
<br />Documents and Data at any time, provided that any such use not withhi the purposes intended by
<br />this HEAP Agreement shall be at Contractor's sole risk.
<br />7. INSURANCE
<br />Prior to undertaking performance of work under this HEAP Agreement, Subcontractor
<br />shall maintain and shall require its subcontractors, if any, to obtain and
<br />described below: maintain insurance as
<br />a, Commercial General Liability Insurance, Subcontractor shall maintain
<br />commercial general liability insurance naming the Contractor, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting
<br />therefrom and damage to property, resulting from any act or occurrence arising out of
<br />Subcontractor's operations in the performance of this HEAP Agreement, including, without
<br />limitation, acts involving vehicles. The amounts of insurance shall be not less than the
<br />following: single limit coverage applying to bodily and personal injury, including death resulting
<br />therefrom, and property damage, in the total amount of $1,0001000 per rs,
<br />occurrence, with
<br />$2,000,000 in the aggregate. Such insurance shall (a) name the Contractor, its office
<br />employees, agents, and representatives as additional insured(s); (b) be primary and not
<br />contributory with respect to insurance or self-insurance programs maintained by the Contractor;
<br />and (c) contain standard separation of insureds provisions.
<br />4
<br />
|