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} T O <br />W WE <br />0 <br />Q � N <br />a��$ <br />�U �o <br />m rn <br />wYmV <br />K <br />ham u <br />0WOE0 <br />C)< 0 <br />O U <br />1 <br />2 <br />3 <br />4 <br />5 <br />6 <br />7 <br />8 <br />9 <br />10 <br />11 <br />12 <br />13 <br />14 <br />15 <br />16 <br />17 <br />18 <br />19 <br />20 <br />21 <br />22 <br />23 <br />24 <br />25 <br />26 <br />27 <br />28 <br />memorandum ("Data") shall be the exclusive property of City. Data shall be given to City, <br />and City shall have the unrestricted right to use and disclose the Data in any manner and <br />for any purpose without payment of further compensation to Contractor. Copies of Data <br />may be retained by Contractor but Contractor warrants that Data shall not be made <br />available to any person or entity for use without the prior approval of City. This warranty <br />shall survive termination of this Agreement for five (5) years. <br />10. TERMINATION. Either party shall have the right to terminate this <br />Agreement for any reason or no reason at any time by giving fifteen (15) calendar days <br />prior notice to the other party. In the event of termination under this Section, City shall pay <br />Contractor for services satisfactorily performed and costs incurred up to the effective date <br />of termination for which Contractor has not been previously paid. The procedures for <br />payment in Section 1.13. with regard to invoices shall apply. On the effective date of <br />termination, Contractor shall deliver to City all Data developed or accumulated in the <br />performance of this Agreement, whether in draft or final form, or in process. And, <br />Contractor acknowledges and agrees that City's obligation to make final payment is <br />conditioned on Contractor's delivery of the Data to City. <br />11. CONFIDENTIALITY. Contractor shall keep all Data confidential and <br />shall not disclose the Data or use the Data directly or indirectly, other than in the course of <br />performing its services, during the term of this Agreement and for five (5) years following <br />expiration or termination of this Agreement. In addition, Contractor shall keep confidential <br />all information, whether written, oral or visual, obtained by any means whatsoever in the <br />course of performing its services for the same period of time. Contractor shall not disclose <br />any or all of the Data to any third party, or use it for Contractor's own benefit or the benefit <br />of others except for the purpose of this Agreement. <br />12. BREACH OF CONFIDENTIALITY. Contractor shall not be liable for a <br />breach of confidentiality with respect to Data that: (a) Contractor demonstrates Contractor <br />knew prior to the time City disclosed it; or (b) is or becomes publicly available without <br />breach of this Agreement by Contractor; or (c) a third party who has a right to disclose does <br />8 <br />ARW:bg A16-01543 <br />L:Wpps\CtyLaw32\WPDocs\D014\P020\00646762.docx 25 —11 <br />