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4. TERM This Agreement shall commence on the date first written above and terminate on expenditure of funds allocated to this Agreement, unless terminated earlier in accordance with Section 12, below. 5. OWNERSHIP OF MATERIALS, SUPPLIES, DRAWINGS, SPECIFICATIONS, PROGRAMS AND SYSTEMS Any and all records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant pursuant to this Agreement (hereinafter "Work Product") shall be the property of City. Consultant agrees to provide City with any such materials whenever requested to do so. City shall reimburse Consultant for reproduction costs. Said Work Product shall be submitted in a hard copy and in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to all copyrightable Work Product 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) such Work Product may not be copyrighted without prior review from the City: (b) the authors of all such Work Product, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their 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 Work Product. City shall indemnify and hold harmless Consultant from liability arising from the use of such work product without Consultant's involvement. 6. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and