Yeo, Ron, FAIA Architect 1 - Laserfiche WebLink

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In regard to any copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings and computer programs, which are produced as part or result of this project, the Consultant understands and shall ensure that all of Consultant's affected officers, employees, agents, contractors, and volunteer workers also understand that (a) other such material may not be copyrighted without prior review from the City; and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope oftheir official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 8. CONFIDENTIALITY If Consultant receives from the City infonnation which due to the nature of such infonnation is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such infonnation except in the perfonnance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own infonnation of like importance, but in no event less than reasonable care. "Confidential Infonnation" shall include all nonpublic infonnation. Confidential infonnation includes not only written infonnation, but also infonnation transferred orally, visually, electronically, or by other means. Confidential infonnation disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infonnation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation oflaw; or (e) is independently developed by the Consultant without reference to infonnation disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with perfonnance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 4