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2.4.2 Ownership of Software. The City acknowledges <br />that at all times the Contractor shall retain <br />title to, ownership of and all applicable <br />identified intellectual property rights, patents, <br />copyrights and trade secrets in any Abbey Group <br />Applications (including all Derivative Works, <br />Maintenance Modifications, Enhancements and <br />Documentation with respect thereto) and any Abbey <br />Group Confidential Information (including all <br />proprietary information pertaining to the design, <br />engineering and use thereof). Upon the City's <br />acceptance of any Abbey Group Application in <br />accordance with the Statement of Work and the <br />City's payment of all amounts due hereunder with <br />respect thereto, the Contractor will grant to the <br />City a limited right to use the Abbey Group <br />Application, pursuant to the terms and conditions <br />defined in Exhibit E. <br />2.4.3 Third-Party Software. The Contractor may provide <br />to the City certain third-party software <br />applications in the quantities requested by the <br />City pursuant to this Agreement (the "Third-Party <br />Software"). The right to use any such Third-Party <br />Software may be granted to the City under the <br />Software License Agreement or pursuant to a <br />separate software license agreement with the <br />developer of such Third-Party Software. The <br />Contractor represents and warrants that, prior to <br />the installation of any Third-Party Software on <br />the System, copies of any license agreement <br />relating to such Third-Party Software will be <br />provided to the City for review. The Contractor <br />will integrate such Third-Party Software into the <br />System and such Third-Party Software will <br />constitute a deliverable for purposes of this <br />Agreement. If the City requires additional <br />licenses or sublicenses beyond what is specified <br />in this Agreement, the City shall be responsible <br />for any additional costs associated with <br />obtaining such additional licenses and the costs <br />and fees associated with integration of such <br />additional Third-Party Software into the System. <br />In the event that additional licenses or <br />sublicenses are required as a consequence of <br />Abbey Group failing to properly identify such <br />license requirements during the preparation of <br />this agreement, Abbey Group will be responsible <br />Primary Agreement Page 6 <br />