|
for All Urban Consumers (CPI-U) for the U.S. City Average, and will not exceed 3% compounded
<br /> annually.
<br /> 6. Intellectual Property and Confidential Information.
<br /> 6.1. The City exclusively and solely owns all City Data. For purposes of this Agreement, "City Data"
<br /> means all intellectual property of the City, including but not limited to occupancy data, financial
<br /> records, programming configurations of the parking meters, GIS location and rates, and other
<br /> operational data and tailored operational programming. IPS may not provide or disclose any City
<br /> Data to any third party without the City's prior written consent.
<br /> 6.2. IPS will provide access to City Data through Application Program Interface (API) for City
<br /> applications and activities, including but not limited to mobile payment and enforcement.
<br /> 6.3. IPS agrees to maintain in confidence and not disclose to any person, firm, governmental entity,
<br /> or corporation, without City's prior written consent, any knowledge about City processes or
<br /> operations unrelated to parking services provided by Contractor, trade secrets, confidential
<br /> information, or City Data. Confidential information shall not include any information which (A)
<br /> has been legally made public, other than by acts of the Recipient or its Agents in violation of this
<br /> Agreement or (B) was or becomes independently known or available to the Recipient, on a non-
<br /> confidential basis, from a source other than the Disclosing Party and which is not subject to any
<br /> restrictions or disclosure or (C) is independently developed by the receiving party, such
<br /> independent development being reasonably documented or (D) is disclosed with written
<br /> permission by the owner or (E) is obligated to be produced where required by a court order.
<br /> 6.4. Any subcontract entered into by IPS relating to this Agreement, to the extent allowed
<br /> hereunder, must include a like intellectual property provision to ensure that the each
<br /> subcontractor is bound by the provisions of Section 6.3 above. Failure of IPS to comply with this
<br /> requirement or to obtain the compliance of its subcontractors with such obligations constitutes
<br /> a breach of this Agreement and will subject IPS to damages paid to the City and the imposition
<br /> of all sanctions allowed by law or equity, including but not limited to termination of this
<br /> Agreement.
<br /> 6.5. IPS represents and warrants that it owns or has acquired all requisite rights and licenses to use
<br /> all intellectual property embodied, practiced or employed in IPS Equipment and Software being
<br /> used by the City.
<br /> 6.6. IPS hereby grants the City, including its departments, commissioners, officials, officers,
<br /> employees, consultants, and agents (collectively, "City") all the rights and licenses required to
<br /> use IPS Equipment installed in the City and to access the Software on a worldwide basis. Such
<br /> rights and licenses are non-assignable, non-transferable and non-exclusive, and specific only to
<br /> use within the City.
<br /> 6.7. All pre-existing and independently developed intellectual property, and any derivation thereof,
<br /> including but not limited to designs, models, inventions, processes, methodologies, software,
<br /> associated documentation, software upgrades, modifications and customizations, copyrightable
<br /> material and other tangible and intangible materials authored, and combinations thereof,
<br /> prepared, created, made, delivered, conceived or reduced to practice, in whole or in part, by the
<br /> Contractor and provided to the City ("Pre-Existing and Independently Developed IP") will at all
<br /> REV: 05-05-1615
<br /> Page 5of177
<br /> ATTY/AGR.201 6.094/IPS Group
<br />
|