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'-' ....., Santa Ana Police DepartmentllWS Agreement, Page 8 during its normal course of business. (b) SOURCE CODE PROTECTION IWS agrees to deposit the source code, documentation and related materials for the System (Deposit Materials) with an Escrow Agent subject to BUYER entering into an IWS Software Escrow Agreement. The Deposit Materials will be made available to the BUYER for the purposes of self support if certain events named in the IWS Software Escrow Agreement occur. IWS will provide a copy of its current Software Escrow Agreement to BUYER in Exhibit F. Any such Software Escrow Agreement is optional for BUYER and requires BUYER to sign and accept the terms of the Software Escrow Agreement. (c) INDEPENDENT CONTRACTOR .~ IWS is an independent contractor. The manner in which the work is to be performed will be controlled by IWS; however, the nature of the work and the results to be achieved shall be specified by BUYER. IWS is not an employee or agent of BUYER and has no authority to make any binding commitments or obligations on behalf of BUYER except to the extent expressly provided herein. (d) DELA Y In the event BUYER causes delay in the installation, testing or acceptance of the System, or some part of it, whether the delay is (i) ordered by BUYER, (ii) the result of BUYER's failure to perform its installation responsibilities, (iii) caused by incompatibility with computer programs or equipment not furnished by IWS, or (iv) because of other actions by BUYER, BUYER will pay to IWS an amount based upon the Time and Materials IWS on-going rate in addition of all expenses incurred by IWS as a result of the delay. (e) CHANGE ORDERS IWS agrees to modify the System or installation procedures, if requested to do so by BUYER, and such modifications will not affect the validity of this Agreement. If the modifications result in an increase in the amount of the work required by IWS or in the cost of System Hardware or Software, the parties agree that an appropriate price adjustment will be made. All modifications will be in writing signed by IWS and BUYER's Representative and will describe the change and the cost, if any, of the modification. (t) RISK OF LOSS OR DAMAGE IWS will bear all risk of loss or damage to System Hardware and Software until delivered to BUYER's location. After the System Hardware and Software are delivered, BUYER bears all risk ofloss or damage, except loss or damage attributable to IWS's negligence, defects that BUYER could not reasonably have discovered prior to Acceptance, or IWS's breach of this