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