|
termination notice issued under this Agreement shall be either hand delivered or sent by
<br />U.S. Mail to the below-named individuals:
<br />
<br />To City: To Contractor:
<br />
<br />City ofRoseville The Axtell Group, LLC
<br />2660 CivicCenter Drive 576 Warwick Street
<br />Roseville, MN 55113 SaintPaul,MN 55116
<br />Attn:ErikaScheider, Chief of Police Attn:Todd Axtell, President and CEO
<br />
<br />6. Assignment or Subcontracting. Unless noted otherwise in Exhibit A, the Contractor
<br />shall not assign or enter into subcontracts for services provided under this Agreement
<br />without the written consent of the City. If subcontracts are approved and entered into, the
<br />Contractor shall promptly pay any subcontractor involved in the performance of this
<br />Agreement as required by, and the Contractor shall otherwise comply with, the State
<br />Prompt Payment of Local Government Bills.
<br />
<br />7. Independent Contractor. All Work provided pursuant to this Agreement shall be
<br />provided by Contractor as an independent contractor and not as an employee of the City
<br />for any purpose. Any and all officers, employees, subcontractors, and agents of Contractor,
<br />or any other person engaged by Contractor in the performance of the Work pursuant to this
<br />Agreement, shall not be considered employees of the City. Contractor, its employees,
<br />subcontractors, or agents shall not be entitled to any of the rights, privileges, or benefits of
<br />the City’s employees, except as otherwise stated herein.
<br />
<br />8. Intellectual Property. Subject to Contractor’s perpetual, worldwide, non-exclusive,
<br />royalty-free, fully paid-up license to use all documents and other materials that are
<br />delivered to City as part of the Services (collectively, “Deliverables”) for its lawful
<br />purposes, upon payment in full of fees for Services, Contractor hereby assigns to City all
<br />right, title and ownership interest in and to the Deliverables.
<br />Contractor retains all right, title, and ownership interest in and to Contractor’s intellectual
<br />property developed in connection with Services. Subject to the license granted in the
<br />following sentence, Contractor is, and will at all times remain, the sole and exclusive owner
<br />of all right, title, and interest in and to all information, documents, data, know-how,
<br />methodologies, techniques, analysis, ideas, concepts, software, and other materials
<br />developed or acquired by Contractor (“Pre-Existing Materials”), including all Intellectual
<br />Property Rights (as defined below) therein. To the extent that any Pre-Existing Materials
<br />are incorporated in or combined with any Deliverable, upon payment in full of fees for
<br />Services, Contractor hereby grants to City a non-exclusive, royalty-free, fully paid-up
<br />license to use for its lawful internal business purposes such Pre-Existing Materials as part
<br />of or in connection with such Deliverables. All other rights in and to the Pre-Existing
<br />Materials are expressly reserved by Contractor.
<br />9. RightsReserved. Each Party retains all Intellectual Property Rights in its respective
<br />intellectual property, including all copyrights, patents, patent disclosures and inventions
<br />(whether patentable or not), trademarks, service marks, trade secrets, know-how, and other
<br />Confidential Information, trade dress,trade names, logos, corporate names and domain
<br />2
<br />RS160\\9\\994102.v3
<br />Qbhf!314!pg!33:
<br />
<br />
|