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(EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE EQUIPMENT AND/OR SERVICES
<br />PR OVIDED INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY,
<br />OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT IPS KNOWS, HAS REASON TO KNOW,
<br />HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ARISING BY
<br />LAW OR BY REASON OF CUSTOM OF THE TRADE.
<br />7. 7. The provisions of this Section will survive expiration or termination of this Agreement.
<br />8.Intellectual Property and Ownership.
<br />8.1. IPS represents and warrants that it owns or has acquired all requisite rights and licenses to use all
<br />intellectual property embodied, practiced or employed in IPS Equipment and Ser vices being used by the
<br />City.
<br />8.2. IPS hereby grants the City, including its departments, commissioners, officials, officers, employees,
<br />consultants, and agents (collectively, "City") all the rights and licenses required to use IPS Equipment and
<br />Services. Such rights and licenses are limited, non-assignable, non-transferable and non-exclusive, and
<br />solely for the City's internal use for the specific purposes of this Agreement.
<br />8.3. All pre-existing and independently developed intellectual property (including copyrights), and any
<br />derivation thereof, including but not limited to designs, models, inventions, processes, method ologies,
<br />sof tware, associated documentation, software upgrades, modifications and customizations, copyrightable
<br />material and other tangible and intangible materials authored, and combinations thereof, prepared,
<br />created, made, delivered, conceived or reduced to practice, in whole or in part, by the IPS and provided to
<br />the City ("Pre-Existing and Independently Developed IP") will at all times remain the sole and exclusive
<br />property of IPS and/or its vendors. Nothing in this Section or elsewhere in this Agreement shall be
<br />construed as assigning, selling, conveying, or otherwise transferring any ownership rights or title in IPS's
<br />Pre-Existing and Independently Developed IP.
<br />8.4. IPS understands the nature of public information and the requirement for the City to adhere to all rules
<br />and laws that apply to public information, such as the Freedom of Information Act, Public Records Act(s),
<br />and the like. The City agrees that it shall not knowingly agree, whether directly or indirectly, sell, loan or
<br />rent any equipment or allow any third party to gain access to equipment, software, back-office software,
<br />reporting or documentation provided by IPS for any purpose, including but not limited to the purposes of
<br />inspection, benchmarking or reverse engineering or evaluation without the prior written consent of IPS, or
<br />as mandated by applicable law or any binding order of Court.
<br />8.5. The provisions of this Section will survive expiration or termination of this Agreement.
<br />9.Confidential Info rmation.
<br />9.1. "Confidential Information" shall mean, without limitation, all strategic information, business plans, data,
<br />sketches, drawings, pictures, business records, customers lists, marketing plans, policies and procedures,
<br />pricing, product information, drawings, source code, API documentation, designs, specifications,
<br />information relating to processes, technologies, methodologies, concepts or theory and any or all other
<br />information which may be disclosed by the disclosing party to the recipient that may reasonably be
<br />considered to be proprietary and non-public data, including correspondence both written and verbal and
<br />identified as "confidential".
<br />EXHIBIT 1
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