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SON <br />regulation or orders, acts or inaction of the other party, or any other cause beyond the reasonable <br />control of a party. <br />In the event of any such delay, the times for performance will be extended accordingly for additional <br />period(s) of delay. In the event, however that any such delay lasts for a period of forty-five (45) days, <br />then either party may terminate this proposal immediately. In the event of such non-performance, the <br />party which was delayed in its performance shall make reasonable efforts to promptly resume its <br />performance hereunder. <br />Ownership <br />All data supplied by Client shall be and remain at all times the sole and exclusive property of Client. <br />AON will provide the Client with a report and/or certain other tangible items specified as deliverables <br />("Deliverables"), set forth in the "Scope of Services" section of the attached Proposal. The Deliverables, <br />upon full and final payment to AON, shall become the property of the Client, except that AON owns or <br />has rights to all products, processes, concepts, know-how, techniques, software, and methodology <br />used, and records created or maintained, (collectively "Prior Works") for the production of the <br />Deliverables, and Client shall gain no rights in or to them. To the extent that any Prior Works are <br />contained in the Deliverables, AON hereby grants the Client, upon full and final payment to AON, a <br />royalty -free, fully paid -up, worldwide, non-exclusive license to use such Prior Works in connection with <br />the Deliverables. <br />Services and Deliverables are for the exclusive use of Client and are not to be relied upon by third <br />parties. <br />Client acknowledges and agrees that AON is in the business of providing consulting services to clients <br />utilizing AON's Prior Works, and nothing contained herein shall prohibit AON from using any of AON's <br />general knowledge or knowledge acquired under this proposal to perform similar services for others. <br />Miscellaneous <br />Should any provisions of this proposal be held unenforceable or in conflict with the law of any <br />jurisdiction, the validity of the remaining provisions shall not be affected by such holding. Consultant <br />shall not assign, delegate, convey, encumber or otherwise dispose of this proposal or any rights or <br />obligations hereunder without the prior express written consent of Client. This proposal is fully <br />Aon Proprietary and Confidential 13 <br />Prepared for: The City of Santa Ana <br />