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of any Work performed by the subcontractor for purposes of establishing a duty of care
<br />between the subcontractor and City. Except as specifically authorized herein, the
<br />Services to be provided under this Agreement shall not be otherwise assigned,
<br />transferred, contracted or subcontracted out without the prior written approval of City,
<br />17. OWNERSHIP OF DOCUMENTS
<br />17.1 Each and every report, draft, map, record, plan, document and other
<br />writing produced, including but not limited to, websites, blogs, social media accounts
<br />and applications (hereinafter "Documents"), prepared or caused to be prepared by
<br />Consultant, its officers, employees, agents and subcontractors, in the course of
<br />Implementing this Agreement, shall become the exclusive property of City, and City
<br />shall have the sole right to use such materials in its discretion without further
<br />compensation to Consultant or any other party. Additionally, all material posted in
<br />cyberspace by Consultant, its officers, employees, agents and subcontractors, in the
<br />course of implementing this Agreement, shall become the exclusive property of City,
<br />and City shall have the sole right to use such materials in Its discretion without further
<br />compensation to Consultant or any other party. Consultant shall, at Consultant's
<br />expense, provide such Documents, including all logins and password Information to City
<br />upon prior written request.
<br />17.2 Documents, including drawings and specifications, prepared by
<br />Consultant pursuant to this Agreement are not intended or represented to be suitable
<br />for reuse by City or others on any other project. Any use of completed Documents for
<br />other projects and any use of incomplete Documents without specific written
<br />authorization from Consultant will be at City's sole risk and without liability to
<br />Consultant. Further, any and all liability arising out of changes made to Consultant's
<br />deliverables under this Agreement by City or persons other than Consultant is waived
<br />against Consultant, and City assumes full responsibility for such changes unless City
<br />has given Consultant prior notice and has received from Consultant written consent for
<br />such changes.
<br />17.3 All written documents shall be transmitted to City in formats compatible
<br />with Microsoft Office and /or viewable with Adobe Acrobat.
<br />18. CONFIDENTIALITY
<br />All Documents, including drafts, preliminary drawings or plans, notes and
<br />communications that result from the Services in this Agreement, shall be kept
<br />confidential unless City expressly authorizes in writing the release of information.
<br />19. INTELLECTUAL PROPERTY INDEMNITY
<br />Consultant shall defend and indemnify City, its agents, officers, representatives
<br />and employees against any and all liability, including costs, for infringement or alleged
<br />infringement of any United States' letters patent, trademark, or copyright, including
<br />costs, contained in Consultant's Documents provided under this Agreement.
<br />GRC Associates, Inc. page j
<br />25B -15
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