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SEP-05-2007-WED 12:58 PM Else FAX No, 714 835 7330 3. TERM This Agreement shall conunence on the date fust written above and terminate on December 31) 2007, unless tenninated earlier in accordance with Section 14, below. 4. DELIVERY OF WORK PRODUCT ~::. .. Contractor shall deliver to City all work-product resulting from the services provided. City shall retain ownership and control of any work product produced as a deliverable pursuant to this Agreement, including but not limited to photographs, negatives, writings, images, discs, drawings, recordings and videotapes. Contractor authorizes City~ in its sole discretion, to make any editorial changes, additions, _ . deletions, abridgment and condensation whatsoever in the.body of the Work, and is further . authorized to title, sub-title, and change the title and image of the Work, and to couple the Work . with any ancillary work. including, but not limited. to, other writing. photos, imllges, sounds, video, and animations, such authorization shall extend to all subsequent uses of the rights owned . by the City pursuant to this Agreement. City reserves the right to omit any part or all of the. Work submitted by Contractor. I :t:.. -h', 5. WARRANTY OF RIGHTS. Contractor warrants and represents that the Work is original and has not been published or altered; that he or she is the sole Creator of the Work and has full power, :free of any P'riOF contract, lien or rights of any nature in anyone which might interfere therewith, to enter into this Agreement and to grant the rights hereby conveyed to the City; that the Work contains no matter :, which is libelous or otherwise unlawful, in(ringes no right of privacy, proprietary right or copyright (whether statutory or common law); that he or she has not heretofore and will not hereafter enter into any agreement or understanding with anyperson, firm or;corporations other, than City for the rights in the Work granted hereunder. 6. COPYRIGHT AND PATENT INDEMNITY. Contractor will indemnify and hold City harmless and will defend, at its own expense, any threatened or actual suit against City based upon claim that the website or software used. therein infringes upon a patent, copyright, trade secret or any other intellectual property right of any third party in the United States, and will pay any settlement, costs and damages aw~ provided that: (a) such infringement has not resulted. from modification of the website effected by or for City from combining the software with. any other program or data; (b) Contractor is notified in writing promptly of any notice received by City of any claim or of any threatened or actual suit; (c) Contractor has the right to control the defense of any claims, suits or proceedings, and City will not settle any claims, units or proceedings without Contractor's consent; and (d) at Contractor's request and expense. Contractor is given sufficient information and assistance by City for the defense of the . claims, suits Or proceedings. 2