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in this paragraph. Without limiting the <br />generality of the foregoing, the Source Code <br />shall, except for periods of actual use, be kept <br />in a secure, locked container and/or a secure <br />protected computer file with access limited only <br />to those with a need to know for purposes of <br />software maintenance. Any person or entity <br />granted access shall be required to agree in <br />writing to comply with this paragraph. TriTech <br />shall, upon request, be provided with a copy of <br />such agreement(s). <br />Provided that a release of Source Code is <br />rightfully made hereunder, the City is granted a <br />license to copy and Use the Source Code for the <br />sole purpose of software maintenance. For <br />purposes of these Source Code Escrow provisions, <br />the term "software maintenance" means correction <br />of software errors and preparation of software <br />modifications and enhancements. If the City <br />creates new and original computer code not derived <br />from the TriTech Application or the ideas, <br />processes, methods of operation, technology or <br />know-how implemented therein, in the process of <br />software maintenance, the intellectual property <br />rights (including copyright, patent and trade <br />secret) in and to that specific new and original <br />code shall be owned by the City. However, if the <br />City's enhancements or other modifications result <br />in the creation of a derivative work from the <br />TriTech Application, or a work based upon the <br />ideas, processes, methods of operation, technology <br />or know-how implemented therein, the intellectual <br />property rights (including copyright, patent and <br />trade secret) in and to such work shall be owned <br />by TriTech and the City's rights to use such work <br />shall be limited to those granted with respect to <br />the TriTech Application in this Agreement. No <br />rights to distribute Source Code or derivative <br />works therefrom are granted hereunder. <br />7.13.21 Standard of Care. City relies upon the <br />professional ability of Contractor and <br />representations regarding the type of work to be <br />performed as a material inducement to entering <br />into this Agreement. Contractor shall perform the <br />professional services hereunder in accordance with <br />the highest commercially acceptable practices for <br />the provision of such services. Contractor agrees <br />that the acceptance of its work by City shall not <br />operate as a waiver or release of said obligation <br />of Contractor. The absence, omission, or failure <br />to include in this Agreement, items which are <br />normally considered to be a part of generally <br />Primary Agreement Page 37 <br />