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b. City shall own all right, title and interest in and to any data, including digital files <br />and unstructured content objects, entered or submitted by City by means of the <br />Subscription Services (the "City Data"). At all times Consultant will own all <br />intellectual property rights (including copyright) in and to (i) the Subscription <br />Services; (ii) any software (other than third party components) to which access may <br />be provided by means of the Subscription Services; (iii) all upgrades, enhancements <br />and modifications to the Subscription Services, and (iv) any software, applications, <br />inventions or other technology developed in connection with the Subscription <br />Services. Upon termination of this Agreement, Consultant shall return City Data <br />as soon as practicable in a format designated by City. <br />1. City will have sole and exclusive responsibility for the accuracy, quality, <br />integrity, legality, reliability, and appropriateness of all City Data. City will not <br />send or store infringing, obscene, threatening, libelous or otherwise unlawful or <br />tortious material, including material that is harmful to children, violates third <br />party privacy or intellectual property rights, includes malicious code, or that <br />will interfere with the integrity of the Subscription Services. <br />2. City grants to Consultant a royalty -free, non -transferable, non-exclusive license <br />for the term of this Agreement to use City Data to the extent necessary to <br />perform the Subscription Services. Notwithstanding anything to the contrary, <br />Consultant shall have the right to collect and analyze data and other information <br />relating to the provision, use and performance of various aspects of the <br />Subscription Services and related systems and technologies (including, without <br />limitation, information concerning City Data and data derived therefrom), and <br />Consultant will be free (during and after the term hereof) to (i) analyze and use <br />such information and data to improve and enhance the Subscription Services <br />and for other development, diagnostic and corrective purposes in connection <br />with the Subscription Services and for other development, diagnostic and <br />corrective purposes in connection with the Subscription Services and other <br />Consultant offerings (examples of such uses include optimizing resources and <br />support, research and development, verification of security and data integrity, <br />internal demand planning, industry developments and anonymous <br />benchmarking with other customers), and (ii) disclose such data solely in <br />aggregate or other de -identified form in connection with its business. <br />C. Consultant shall have a royalty -free, worldwide, transferable, sub -licensable, <br />irrevocable, perpetual license to use or incorporate into the Subscription Services <br />any suggestions, enhancement requests, recommendations or other feedback <br />provided by City, its employees, contractors and agents relating to the operation or <br />functionality of the Subscription Services (collectively, "Customer Input"), <br />Consultant shall have no obligation to incorporate Customer Input into the <br />Subscription Services, City shall have no obligation to provide Customer Input. <br />Page 3 of 12 <br />