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3. TERM <br />This Agreement shall commence on the date first written above and terminate on City's <br />acceptance of the signage and graphics master plan, unless terminated earlier in accordance with <br />Section 13, below. <br />4. WORK FOR HIRE <br />Consultant acknowledges that the Work is a "Work for Hire" as that term is used in the <br />federal Copyright Act. Consultant authorizes City, in its sole discretion, to make any editorial <br />changes, additions, deletions, abridgment and condensation whatsoever to the Work, and City is <br />further authorized to title, sub -title and change the title of the Work, and to couple the Work with <br />any ancillary work (including, but not limited to, other writing, images, sounds, video, and <br />animations). Such authorization shall extend to all subsequent uses of the rights owned by the <br />City pursuant to this Agreement. City reserves the right to omit any part or all of the Work <br />submitted by Consultant. <br />City grants back to Consultant a non-exclusive but perpetual license to reprint the Work <br />and to create derivative works based on the Work. <br />Consultant warrants and represents that the Work is original and has not before been <br />published; that it is the sole owner of the Work and has full power, free of any prior contract, lien <br />or rights of any nature in anyone which might interfere therewith, to enter into this Agreement <br />and to grant the rights hereby conveyed to City; that the Work contains no matter which is <br />libelous or otherwise unlawful, infringes no right of privacy, proprietary right or copyright <br />(whether statutory or common law); that it has not heretofore and will not hereafter enter into <br />any agreement or understanding with any person, firm or corporation other than City for the <br />rights in the Work granted hereunder. <br />Consultant further agrees that it will hold City, its officers, employees, volunteers and <br />agents harmless against any suit, claim, demand, proceeding, prosecution, recovery or penalty <br />and any expense, including attorneys' fees and litigation expenses arising out of same, by reason <br />of any claim or violation of any of the foregoing warranties or representations. <br />5. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer -employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional manner in which <br />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant shall pay all salaries and <br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes. <br />