|
7.4. IPS represents and warrants that it owns or has acquired all requisite rights and
<br />licenses to use all intellectual property embodied, practiced or employed in IPS
<br />Equipment and Software being used by the City.
<br />7.5. IPS hereby grants the City, including its departments, commissioners, officials,
<br />officers, employees, consultants, and agents (collectively, "City") all the rights and
<br />licenses required to use IPS Equipment and Software. Such rights and licenses are
<br />non - assignable, non - transferable and non - exclusive, and specific only to use
<br />within the City.
<br />7.6. All pre- existing and independently developed intellectual property, and any
<br />derivation thereof, including but not limited to designs, models, inventions,
<br />processes, methodologies, software, associated documentation, software
<br />upgrades, modifications and customizations, copyrightable material and other
<br />tangible and intangible materials authored, and combinations thereof, prepared,
<br />created, made, delivered, conceived or reduced to practice, in whole or in part, by
<br />the Contractor and provided to the City ( "Pre- Existing and Independently
<br />Developed IP ") will at all times remain the sole and exclusive property of the
<br />Contractor and /or its vendors. Nothing in this Section or elsewhere in this
<br />Agreement shall be construed as assigning, selling, conveying, or otherwise
<br />transferring any ownership rights or title in Contractor Pre - Existing and
<br />Independently Developed IP.
<br />7.7. The Contractor understands the nature of public information and the requirement
<br />for the City to adhere to all rules and laws that apply to public information, such
<br />as the Freedom of Information Act, Public Records Act, and the like. However, the
<br />City also understands that the Contractor's equipment and software contain
<br />intellectual property, copyrights, and trade secrets that do not exist in the public
<br />domain. Therefore, the City agrees that it shall not knowingly agree, assist, or sell
<br />any equipment or allow any third party to gain access to equipment, software, or
<br />documentation provided by the Contractor for the purposes of reverse
<br />engineering or evaluation without the prior written consent of the Contractor, or
<br />as mandated by applicable law.
<br />7.8. The provisions of this Section will survive expiration or termination of this
<br />Agreement.
<br />8. Dispute Resolution.
<br />8.1. If any dispute arises out of or relates to this Agreement, or the breach thereof, the
<br />parties agree to meet and confer and negotiate in good faith prior to initiating a
<br />suit for damages. However, this Section does not prohibit the filing of a lawsuit to
<br />toll the running of a statute of limitations or to seek injunctive relief. Either party
<br />may make a written request for a meeting between representatives of each party
<br />within 14 calendar days after receipt of the request or such later period as agreed
<br />by the parties. Each party shall include, at a minimum and to the extent possible,
<br />4
<br />25G -8
<br />
|