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SECTIQN 14.II�ITELLECTUAL PROPERTIES. .14.1 Reserva#ion Qf Riqhts. Subject to the limited rights expFessly grantetl hereunder, VIMOC reserves all rights, t�le and interest in and to the L�ndscape Co�mputing Solution and any technalogy, information, code or sofitware provided to CITY as part of the Landscape Computing Solutian, including ap related Intellectual Praperty Rights. No rights are granted to CITY hereur�der other fhan as expressly set forth herein, whether by implication, estoppel or otherwise_ 14.2 Ownership of CITY Data. As befinreen VIMOC and CITY, CITY exclusively owns all rights, tit(e and interest in and to all c�f CITY Dat� g+enerafed by Landscape Computing. VIMOC will pratect the integrity and privacy of the generated Da�a and v+rill not share the Data with third parties, CITY hereby grant VIMOC a 'perpetual, rc�yalt�r-free, 'rrrevocable ficense to use CITY Data fQr purposes of aggregating CIT'Y Data with that of other custc�rnecs fflr internal use or for the purpose of benchmarking. VIMOC will use cammercially reasonable efforts to maintain the anonymity and aggregated nature of CITY Data. VIMOC repr�s�nts `and warrants that data collected through the VIMOC Landscape Computing solution is not personally identifiable, and therefore no consent of passersby is required. 14.3 Suqpestions. VIMOC shall have a royalty free, worldwide, transfierable, sublicenseable, irrevocable, pe�petual license to use or in�arporate �nto th� Landscape Computing 5olution any suggestions, enhancement requests, recommendations or other feedback provided by CITY, including Users, relating to the operation of the Landscape G�mputing Solution. SECTION 15.NOTICES. All notices provided under this Agreement wiq be given in writing and mailed, postage prepaid by certified mail,addressed as follaws: To CITY: City of Redwood City Attn: Jessiea Manzi 1017 Middlefield Road Redwood City, CA 94063 SECTIDN 16. MISCELLANEOUS PROVISIONS. 16.1 This Agreement will be governed by the laws t�f the State of Catifornia, excluding its conflicts of laws. 16.2 If any dispute arises between the parties in connection with this Agreement and it cannot be resolved by mutual agreement after meetings between the parties, it will be finally settled under the JAMS Comprehensive Arbitration Rules and Procedures, by one or more arbitrators appointed in accordance with the Rules. Arbitration will be held in San Ma#eo County, California, or at some other mutually agreeable location. 16.3 This document represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations, and contracts, written or oral. This document may be amended only by'a written instrument, signed by the Parties. REV;09-02-15 VR Page 8 of 11 ATTY/AGR.2015.210NIMOG pilot