O-2007-3024-F - Laserfiche WebLink

Browse Search

8. Disclosure of Information: All records, materials, and information obtained by the CONSULTANT during the term of this Agreement are confidential and shall remain the exclusive property of the City. During and after the term of this Agreement, the CONSULTANT shall at no time duplicate, distribute, nor use the contents of such records, materials, or information for any purpose whatsoever other than in connection with City business and operations and as required for CONSU L T ANT's performance of services, nor shall the CONSULTANT divulge the same. This provision shall not apply to any information which is now, or subsequently becomes, in the public domain, provided that the CONSULTANT has not, during or after the term of this Agreement violated this provision, disclosed or cause to have disclosed such information as to make it public or within the public domain. 9. Ownership of-Materials: The materials prepared by the CONSULTANT have been specially ordered ahd commissioned by the City and shall be considered "works made for hire," as that term is used in the Copyright Act of 1976, as from time to time amended. The parties hereto intend that the City shall be the sole and exclusive owner of each and every right, title, and interest in and to the materials. To the extent that all rights, title, and interest in and to any of the materials does not vest in the City in any jurisdiction by virtue of the status of such materials as "works made for hire," the CONSULTANT hereby assigns and transfers exclusively to the City all of its rights, title, and interest in and to such materials throughout the world, including all rights of copyright therein, the right to obtain all copyrights and renewals of copyright in the City' name without limitations, and the right to grant licenses for the use of the materials. As sole and exclusive owner of all rights, title, and interest in and to the materials, the City shall have the right to use them in any manner, regardless of whether or not this Agreement has terminated, and regardless of whether or not the CONSULTANT continues to serve under the terms of this Agreement CONSU L T ANT agrees to cooperate fully with the City and City rights in the materials. Without limiting the foregoing, the CONSUL TANTagrees to execute, deliver, file, and record at the City expense such documents as reasonably may be required by the City in order to protect the City rights. 10. Survival of Provisions: CONSULTANT acknowledges and agrees that the covenants and agreements of the parties contained in Sections 7, 9, and 10 shall survive the termination of this Agreement. 11. Termination: a. Term - The term of this Agreement shall be as set forth in Paragraph 2 above, or until terminated, as provided in this Paragraph 11. b. By the City - Upon completion of services by the CONSULTANT. c. By the City Without Cause - the City may terminate this Agreement with one month's notice. d. By the City For Cause - the City may terminate this Agreement: i. If the CONSULTANT neglects, or fails to observe or perform any of his/her obligations under this Agreement; or ii. If a judgment or decree is entered against the CONSULTANT approving a petition for an arrangement, liquidation, dissolution or similar relief relating to bankruptcy or insolvency and such judgment or decree remains unvacated for thirty (30) days; or Hi. Immediately if the CONSULTANT shall file a voluntary petition in bankruptcy or any petition or answer seeking any arrangement, liquidation or dissolution relating to bankruptcy insolvency or other relief for debtors or shall seek or consent or acquiesce in the appointment of any trustee, receiver or liquidator of any of the CONSULTANT's property. e. By CONSULTANT - The CONSULTANT may terminate this Agreement at any time or upon completion of all services it has agreed to perform pursuant to Paragraph 1. 2