Agmt16 Magical Bridge Foundation

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12. Intellectual Property A. License to Use Magical Bridge Designs. i. Magical Bridge Designs. Within thirty (30) days of the Effective Date, Magical Bridge shall provide City with the following documents depicting the conceptual design elements and layout characteristic of a Magical Bridge playground (collectively "Magical Bridge Designs"), including the following documents: 1 . The design for the Magical Bridge Palo Alto playground. 2. A list of recommended equipment and vendors producing playground equipment. Magical Bridge Designs shall include any and all advice and information regarding playground design, processes, and construction that Magical Bridge transmits to City, in any medium, in the course of its performance of the Agreement. ii. Initial License. Upon the Effective Date, City shall have a non-exclusive, fully paid up, non-transferrable, one (1 ) year license solely to use Magical Bridge Designs, in whole or in part, to prepare a design for a playground incorporating those design elements that is tailored to the unique geographic features of the Red Morton Playground as well as the needs and budgetary constraints of City ("Final Design"). City shall forward Magical Bridge Designs, and any other materials and recommendations from Magical Bridge Team, in whole or in part, to its landscape architect for review for incorporation in the Final Design at City's discretion. City shall prepare the Final Design at its discretion, in consultation with its design team, including its architect and Magical Bridge as needed. City shall retain final decision making authority on all aspects of the design of the Red Morton Playground. iii. Final Design Certification. Upon completion of the Final Design, City shall transmit a copy of the Final Design to Magical Bridge. Magical Bridge shall, within thirty (30) days of receipt of the Final Design, review the Final Design to determine whether the Final Design meets the criteria of a Magical Bridge Playground, attached hereto as Exhibit C and incorporated herein by reference ("Magical Bridge Standards"). If Magical Bridge determines that the Final Design meets the Magical Bridge Standards, Magical Bridge shall provide a certification to City so stating ("Final Design Certification"). If, in its reasonable discretion, Magical Bridge determines that the Final Design does not meet the Magical Bridge Standards, Magical Bridge shall provide City with a written rationale for its decision, including specific recommendations for conforming to the Magical Bridge Standards. Magical Bridge shall then work in good faith with City to revise the Final Design to meet the Magical Bridge Standards. ATTY/AGR/2016.252/MAGICAL BRIDGE PLAYGROUND REV: 09-08-16 MK Page 7 of 23