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responsible for all applicable withholding taxes. Consultant may use third -parties to provide administrative and operational support to Consultant business operations. All of these third party service providers are subject to confidentiality obligations to protect the confidentiality of City data. Such entities may be located within or outside the United States. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, Deliverables, as defined in the statement of work, fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are delivered by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City, provided however that Consultant shall be entitled to rely on all information, data, reports and other materials provided by the City. The information contained in documents prepared by Consultant in the course of providing services under the terms of this Agreement is for the sole use of the City in accordance with the purpose of this Agreement hereunder. The Deliverables are not for a third party's benefit or reliance, and Consultant disclaims any contractual or other responsibility or duty of care to others based upon the Services, Work Product or Deliverables. Any Work Product, Deliverables, or documents delivered by Consultant shall be released only in accordance with the California Public Records Act or with the prior written permission of Consultant. Except to the extent expressly provided hereto to the contrary, no third -party beneficiaries are intended under this Agreement. Consultant shall retain sole and exclusive ownership of and all right, title and interest in and to any know-how, concepts, techniques, methodologies, ideas, processes, models, templates, tools, utilities, routines and trade secrets of Consultant that existed prior to this engagement or that, to the extent they are of general application, may have been discovered, created or developed by Consultant as a result of its own efforts during this engagement (collectively, the "Consultant Property"). The City shall acquire no rights or interest in the Consultant Property, except for a non-exclusive, non-transferrable, royalty -free right to use such Consultant Property solely in connection with any deliverable or work product to the extent any Consultant Property is incorporated therein. The City will not sublicense or otherwise grant any other party any rights to use, copy or otherwise exploit or create derivative works from the Consultant Property. Consultant's work papers are not part of the Deliverables and shall remain the confidential property of Consultant in accordance with professional standards. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Minimum Scope and Limit of Insurance Page 3 of 12