ELIOT LANE COMMUNICATIONS STUDIO 1-2009

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any ancillary work (including, but not limited to, other writing, images, 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 Consultant. City grants back to Consultant anon-exclusive but perpetual license to reprint the Work and to create derivative works based on the Work. Consultant warrants and represents that the Work is original and has not before been published; that she is the sole owner of the Work and has full power, free of any prior contract, lien or rights of any nature in anyone which might interfere therewith, to enter into dais Agreement and to grant the rights hereby conveyed to City; that the Work contains no matter which is libelous or otherwise unlawful, infringes no right of privacy, proprietary right or copyright (whether statutory or common law); that she has not heretofore and will not hereafter enter into any agreement or understanding with any person, fine or corporation other than City for the rights in the Work granted hereunder. Consultant further agrees that she will hold City, its distributors, employees, officers, volunteers, licensees, partners, agents, advertisers, and any retailer harniless against any suit, claim, demand, proceeding, prosecution, recovery or penalty and any expense, including attorneys' fees and litigation expenses arising out of same, by reason of any claim or violation of any of the foregoing warranties or representations. 4. TERM This Agreement shall commence on the date first written above and terminate on expenditure of allocated funds, unless terminated earlier in accordance with Section 13, below. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and. wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: