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Contractor shallpromptly pay any subcontractor involvedin the performance ofthis
<br />Agreement as required by, and the Contractor shall otherwise comply with, the State
<br />Prompt Payment of Local Government Bills.
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<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.
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<br />8. Intellectual Property. Subject to Contractor’s perpetual, worldwide, non-exclusive,
<br />royalty-free, fully paid-up license touse all documentsandother materialsthat are
<br />delivered to City as part of the Services(collectively,“Deliverables”) for itslawful
<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.
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<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 grantedin 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. Rights Reserved. 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 />names, together with all of the goodwill associated therewith, derivative works, and all
<br />other rights (collectively, “Intellectual Property Rights”). All Intellectual Property
<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 ImpliedLicenses.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.
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