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names,together withallofthegoodwill associated therewith,derivative works,and all
<br />other rights (collectively, “Intellectual Property Rights”). All IntellectualProperty
<br />Rights and other rights not granted are reserved to each respective Party, its affiliates, and
<br />their respective licensors. Except as expressly specified in this Agreement, and without
<br />limiting the foregoing, neither Party may reverse assemble, reverse engineer, translate,
<br />disassemble, decompile, or otherwise attempt to create or discover the other Party’s
<br />intellectual property.
<br />10. No Implied Licenses. Except as expressly specified in this Agreement, including any
<br />proposal or statement of work under this Agreement, nothing in this Agreement will be
<br />deemed to grant to one Party, by implication, estoppel or otherwise, license rights,
<br />ownership rights, or any other Intellectual Property Rights of the other Party.
<br />11. Acknowledgment of Professional Services. The Services provided by Contractor are
<br />professional consulting services. Contractor may provide reports and recommendations
<br />that may be based on information supplied by City, its officials, officers, employees,
<br />representatives, subcontractors, and agents, obtained in the course of Services or through
<br />consultations, publicly available, or Contractor’s experience. Services are subject to
<br />inherent uncertainty. Services are not,donotconstitute,andare not intended to be a
<br />substitute for City’s acts or omissions or legal advice and counsel. Contractor does not
<br />provide legal or regulatory advice, and in all instances Contractor directs City to its
<br />municipal counsel for legal advice. Contractor does not perform criminal investigations.
<br />City acknowledges and agrees that to the fullest extent allowed by law, Services are
<br />provided without any representation or warranty. Contractor does not promise or guarantee
<br />any future performance or outcome as a result of City’s receipt of Services.
<br />12. Compliance with Laws andRegulations. The Contractor shall comply with all federal,
<br />state and local laws, statutes, ordinances, rules and regulations in the performance of the
<br />Work.
<br />13. Non-Discrimination. During theperformanceofthis Agreement, the Contractor shall not
<br />discriminate against any person, contractor, vendor, employee or applicantfor employment
<br />because of race, color, creed, religion, national origin, sex, marital status, status with regard
<br />to public assistance, disability, sexual orientation or age. The Contractor shall post in
<br />places available to employees and applicants for employment, notices setting forth the
<br />provisions of this non-discrimination clause and stating that all qualified applicants will
<br />receive consideration for employment. The Contractor shall incorporate the foregoing
<br />requirements in all of its subcontracts for Work done under this Agreement and will require
<br />all of its subcontractors performing such Work to incorporate such requirements in all
<br />subcontracts for the performance of the Work. The Contractor further agrees to comply
<br />with all aspects of the Minnesota Human Rights Act, Minnesota Statutes 363.01, et. seq.,
<br />Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act.
<br />
<br />14. Data Practices Act Compliance. Contractor acknowledges that all data provided,
<br />produced, or obtained under this Agreement shall be protected, maintained, and
<br />administered in accordance with the Minnesota Government Data Practices Act, Minnesota
<br />Statutes Chapter 13 (the “Act”), and that, with regard to such data, Contractor must comply
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