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S. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, <br />or to allow the City to exercise discretion or control over the professional manner in which <br />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultantshall be provided in a manner consistentwith all applicable <br />standards and regulations governing such services. Consultant shall pay all salaries and wages, <br />employer's social security taxes, unemployment insurance and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes. <br />6. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, <br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works <br />of authorship fixed in any tangible medium of expression, including but not limited to, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared <br />or caused to be prepared by Consultant under this Agreement ("Documents & Data") except as <br />specifically noted in this section. Consultant shall require all subcontractors to agree in writing <br />that City is granted a non-exclusive and perpetual license for any Documents & Data the <br />subcontractor prepares under this Agreement. Consultant represents and warrants that <br />Consultant has the legal right to license any and all Documents & Data. Consultant makes no <br />such representation and warranty in regard to Documents & Data which were provided to <br />Consultant by the City. City shall not be limited in any way in its use of the Documents and Data <br />at anytime, provided that any such use not within the purposes intended bythis Agreement shall <br />be at City's sole risk. <br />Consultant hereby grants and Customer herby accepts, solely for its internal use, a <br />worldwide, revocable, non-exclusive, non-transferrable right to use the Granicus Products and <br />Services to the extent allowed in the relevant Order, SOW or Exhibit. <br />City shall not: <br />1. Access or use any portion of Granicus Products and Services, except as expressly <br />allowed by this Agreement or each Order, SOW or Exhibit placed hereunder; <br />2. Disassemble, decompile, or otherwise reverse engineer all or any portion of the <br />Granicus Products and Services; <br />3. Use the Granicus Products and Services for any unlawful purposes; <br />4. Export or allow access to the Granicus Products and Services in violation of U.S. laws or <br />regulations; <br />5. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease <br />the Granicus Products and Services, or any portion thereof, for third party use; or <br />6. Modify, adapt, or use the Granicus Products and Services to develop any software <br />application intended for resale which uses the Granicus Products and Services in whole or in part. <br />25A-9 <br />