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3.1 ICLEI shall invoice the Jurisdiction upon completion and fmal acceptance by the Jurisdiction of the deliverables detailed in the Scope of Work. 3.2 All invoices shall be payable within thirty (30) days following receipt by the Jurisdiction - 3.3 The total value of this contract shall be nine thousand dollars and no cents ($9000.00). Section 4 -Property and Possession 4.1 Upon receipt of a written request from the Jurisdiction, and, in any event, after the Services under this Agreement have been completed or at early termination of the Agreement, ICLEI shall promptly deliver all material that is the property of the Jurisdiction and in the possession or under the control of ICLEI. Section 5 - Cop~ght 5.1 All templates, guides, and other materials, including their copyright, produced by ICLEI prior to the execution of or outside the Scope of Work of this contract remain the property of ICLEI. 5.2 Any documents and materials produced by ICLEI in the performance of this agreement, are the exclusive property of the Jurisdiction unless otherwise agreed between the Jurisdiction and a third party (e.g., donor or contractor). 5.3 The Jurisdiction, as a member of ICLEI, shall provide ICLEI with anon-exclusive license to use documents and materials produced by ICLEI in the performance of this Agreement for case studies and aggregate reporting, consistent with the mission and purpose of ICLEI as an association of local governments, in coordination with, but without remuneration or other consideration to, the Jurisdiction. Materials used shall expressly exclude any items or information covered by Section 6, below. 5.4 This Section 5 shall survive the completion or early termination of this Agreement. Section 6 -Confidentiality 6.1 ICLEI shall, both during and following the term of this Agreement, treat as confidential and shall safeguard any information or documents concerning the affairs of the Jurisdiction of which ICLEI acquires knowledge or that comes into ICLEI's possession by reason of ICLEI's business with the Jurisdiction under this agreement and shall not disclose either directly or indirectly any such document or information to any person, firm, or entity without first obtaining the permission of the Jurisdiction. -2-