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Cesar Vargas and Associates <br />Page 11 of 16 <br />3.5.2 Subcontractors. Consultant shall require all subcontractors to <br />agree in writing that City is granted a non - exclusive and perpetual license for any <br />Documents & Data the subcontractor prepares under this Agreement. Consultant <br />represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard <br />to Documents & Data which were prepared by design professionals other than <br />Consultant or its subcontractors, or those provided to Consultant by the City. <br />3.5.3 Right to Use. City shall not be limited in any way in its use or reuse <br />of the Documents and Data or any part of them at any time for purposes of this Project <br />or another project, provided that any such use not within the purposes intended by this <br />Agreement or on a project other than this Project without employing the services of <br />Consultant shall be at City's sole risk. If City uses or reuses the Documents & Data on <br />any project other than this Project, it shall remove the Consultant's seal from the <br />Documents & Data and indemnify and hold harmless Consultant and its officers, <br />directors, agents and employees from claims arising out of the negligent use or re -use <br />of the Documents & Data on such other project. Consultant shall be responsible and <br />liable for its Documents & Data, pursuant to the terms of this Agreement, only with <br />respect to the condition of the Documents & Data at the time they are provided to the <br />City upon completion, suspension, abandonment or termination. Consultant shall not <br />be responsible or liable for any revisions to the Documents & Data made by any party <br />other than Consultant, a party for whom the Consultant is legally responsible or liable, <br />or anyone approved by the Consultant. <br />3.5.4 Indemnification. Consultant shall defend, indemnify and hold the <br />City, its directors, officials, officers, employees, volunteers and agents free and <br />harmless, pursuant to the indemnification provisions of this Agreement, for any alleged <br />infringement of any patent, copyright, trade secret, trade name, trademark, or any other <br />proprietary right of any person or entity in consequence of the use on the Project by City <br />of the Documents & Data, including any method, process, product, or concept specified <br />or depicted. <br />3.5.5 Confidentiality. All Documents & Data either created by or <br />provided to Consultant in connection with the performance of this Agreement shall be <br />held confidential by Consultant. All Documents & Data shall not, without the prior <br />written consent of City, be used or reproduced by Consultant for any purposes other <br />than the performance of the Services. Consultant shall not disclose, cause or facilitate <br />the disclosure of the Documents & Data to any person or entity not connected with the <br />performance of the Services or the Project. Nothing furnished to Consultant which is <br />otherwise known to Consultant or is generally known, or has become known, to the <br />related industry shall be deemed confidential. Consultant shall not use City's name or <br />insignia, photographs of the Project, or any publicity pertaining to the Services or the <br />Project in any magazine, trade paper, newspaper, television or radio production or other <br />similar medium without the prior written consent of City. <br />25M -13 <br />