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international treaty provisions. City shall treat the Software Application like any other
<br />copyrighted material, subject to the provisions of this Agreement.
<br />16. U.S. Government Restricted Rights. The Software Application and
<br />documentation are provided with RESTRICTED RIGHTS. Use, duplication, or
<br />disclosure by the Government is subject to restrictions as set forth in subparagraph
<br />(c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS
<br />252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software --
<br />Restricted Rights at 48 C.F.R. 52.227-19, as applicable. Manufacturer for such purpose
<br />is Coelo Company of Design, Inc., PO Box 2292, Corvallis, OR 97339. City warrants
<br />that it shall not export the Software Application or any results obtained from its use in
<br />violation of any export restriction laws or regulations.
<br />17. Submissions. Should the City transmit to any electronic medium controlled by
<br />Consultant by any means or by any media any materials or other information (including,
<br />without limitation, ideas, concepts or techniques for new or improved services and
<br />products), whether as information, feedback, data, questions, comments, suggestions
<br />or the like, you agree such submissions are unrestricted and shall be deemed non -
<br />confidential and you automatically grant Consultant and its assigns a nonexclusive,
<br />royalty -free, worldwide, perpetual, irrevocable license, with the right to sublicense, to
<br />use, copy, transmit, distribute, create derivative works of, display and perform the same.
<br />18. Title to Software Application. Consultant represents and warrants that it is the
<br />sole owner of the Software Application or, if not the owner, that it has received all legally
<br />required authorizations from the owner to license the Software Application as
<br />contemplated herein, has the full power to grant the rights required by this Agreement,
<br />and that neither the Software Application, nor its use in accordance with the Consultant -
<br />provided materials, will violate or infringe upon any patent, copyright, trade secret, or
<br />any other property rights of another person or entity. Consultant stipulates and discloses
<br />that the Software Application incorporates certain third -party open -source software
<br />components as detailed in Exhibit C attached to this Agreement, and warrants that it
<br />has applied a reasonable standard of care to ensure that such incorporation is
<br />compliant with the license terms of each such third -party open -source software
<br />components.
<br />19. Infringement and Performance Breach Remedies. If it is claimed that the
<br />Software Application or any work furnished by Consultant, whether first developed by
<br />Consultant for the City or not, infringes any intellectual property right or is otherwise
<br />unlawful, Consultant agrees to defend or settle any such claim or suit at Consultant's
<br />expense and to indemnify and hold the City harmless from any losses, damages or
<br />harm, including attorney's fees and legal expenses, incurred as a result of such claim.
<br />Without the City's prior written approval, Consultant shall not accept any liability on the
<br />City's behalf for the infringement, nor shall Consultant reach a settlement that from the
<br />City perspective impairs the value or usefulness of the work that is the subject of the
<br />infringement claim. Consultant will also pay all damages and costs that by final
<br />judgment, settlement or other resolution are assessed against the City due to such
<br />alleged or proven infringement and reimburse the City for any direct damages suffered
<br />ATTY/AGR/2015.023/COELO — CodeMimulator - FD
<br />REV: 02-04-15 VR
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