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4. Indenendent Contractor. At all times during the term of this Agreement, Contractor, its employees and agents shall be independent contractors and not employees or agents of the City. Contractor, its employees and agents shall have no authority, express or implied,to bind the City to any obligation whatsoever. 5. Assignment and Subcontractin�. It is recognized by the parties hereto that a substantial inducement to City for entering into this agreement was, and is, the qualifications and competence of Contractor. Therefore, Contractor shall not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the approval of the City Manager. Contractor shall not subcontract any portion of the performance contemplated and provided for herein without prior written approval of the City. City hereby consents to the use of the following subcontractors: Bear Electrical Solutions Inc. PO BOX 924 Alviso, CA 95002 (408) 449-5178 Salutaire Digital Communications 36 Ford Hill Rd. Whippany, NJ 07981 (973) 813-1230 6. Software License. 6.1 License Grant and Services. Subject to the terms and conditions of this Agreement, Contractor grants City a limited, nonexclusive, nontransferable license, without the right to sublicense, to access and use (i) the software embedded in each nBox Module (the "Embedded Software"); (ii) the software and other technology required to use the Web-Based Management Software, including the Application Program Interface (API) (the "Web-Based Software" and, together with the Embedded Software, the "Software") described in Section 5 of Exhibit A; and (iii) any software or other technology reasonably required for City to use the equipment and services provided under this Agreement. City will have a worldwide license to access the Web-Based Management Software, provided, however, that only three City users may access the Web-Based Management Software at any one time. 6.2 IP Ownership. The Software and all intellectual property rights therein are the exclusive property of Contractor. No implied licenses or rights are granted under this Agreement. All data resulting from the operation is the exclusive property of City; provided City grants Contractor a license to use, copy and internally distribute solely for the internal business purposes of Contractor. All pre-existing intellectual property of each party remains the intellectual property of that party. Page 2 of 24 ATTY/AGR/2016.082/VIMOC TECHNOLOGIES INC REV:04-22-16JS