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4. INDEPENDENT CONTRACTOR
<br />Consultant shall, during the entire term of this Agreement, be construed to be an
<br />independent Consultant and not an employee of the City. This Agreement is not intended nor shall
<br />it be construed to create an employer -employee relationship, a joint venture relationship, or to
<br />allow the City to exercise discretion or control over the professional manner in which Consultant
<br />performs the services which are the subject matter of this Agreement; however, the services to be
<br />provided by Consultant shall be provided in a manner consistent with all applicable standards and
<br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social
<br />security taxes, unemployment insurance and similar taxes relating to employees and shall be
<br />responsible for all applicable withholding taxes.
<br />5. OWNERSHIP OF MATERIALS
<br />Upon full and complete payment of amounts owed for project development, Client will
<br />own the website graphic designs, webpage or services content, module content,
<br />importable/exportable data, and archived information ("Client Content") created by CivicPlus on
<br />behalf of Client pursuant to this Agreement. "Client Content" also includes any elements of text,
<br />graphics, images, photos, designs, artworks, logos, trademarks, services marks, and other materials
<br />or content which Client provides or inputs into any website, software or module in connection with
<br />any services. Client Content excludes any content in the public domain; and any content owned
<br />or licensed by CivicPlus, whether in connection with providing services or otherwise.
<br />Upon completion of the project development, Client will assume full responsibility for
<br />Client Content maintenance and administration. Client, not CivicPlus, shall have sole
<br />responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and
<br />intellectual property ownership or right to use of all Client Content. Client hereby grants CivicPlus
<br />a worldwide, non-exclusive right and license to reproduce, distribute and display the Client
<br />Content as necessary to provide the services. Client represents and warrants that Client owns all
<br />Client Content or that Client has permission from the rightful owner to use each of the elements
<br />of Client Content; and that Client has all rights necessary for CivicPlus to use the Client Content
<br />in connection with providing the services.
<br />At any time during the term of this Agreement, Client will have the ability to download the
<br />Client Content and export the Client data through the services. Client may request CivicPlus to
<br />perform the export of Client data and provide the Client data to Client in a commonly used format
<br />at any time, for a fee to be quoted at time of request and approved by Client. Upon termination
<br />for any reason, whether or not Client has retrieved or requested the Client data, CivicPlus reserves
<br />the right to permanently and definitively delete the Client Content and Client data held in the
<br />services thirty (30) days following termination. During the thirty (30) day period following
<br />termination, regardless of the reason for its termination, Client will not have access to the services.
<br />Intellectual Property in the software or other original works created by or licensed to
<br />CivicPlus, including all source code, documents, and materials used in the Services ("CivicPlus
<br />Property") will remain the property of CivicPlus. CivicPlus Property specifically excludes Client
<br />Content. Client shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign, distribute
<br />or otherwise commercially exploit or make available to any third party any CivicPlus Property in
<br />any way, except as specifically provided in the applicable SOW; (ii) adapt, alter, modify or make
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