Agmt18 Daryl D. Jones dba Telecommunications Engineering Associates

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ten (10) days' written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement upon receipt of said written notice. SECTION 7 — OWNERSHIP OF DOCUMENTS All documents prepared by CONTRACTOR in the performance of this Agreement are and shall be the property of CITY, whether the project for which they are made is executed or not. Computer software and its documentation shall be the property of its owner and CONTRACTOR shall extend a perpetual license to CITY to use the software and documentation, subject to the terms stated in this document. SECTION 8 — CONFIDENTIALITY All reports and documents prepared by CONTRACTOR in connection with the performance of this Agreement are confidential until released by CITY to the public. CONTRACTOR shall not make any such documents or information available to any individual or organization not employed by CONTRACTOR or CITY without the written consent of CITY before any such release. SECTION 9 — INTEREST OF CONTRACTOR CONTRACTOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement. SECTION 10 — CONTRACTOR'S STATUS It is expressly agreed that in the performance of the services required under this Agreement, CONTRACTOR shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONTRACTOR an agent or employee of CITY while providing services under this Agreement. SECTION 11— INDEMNITY CONTRACTOR agrees to indemnify, defend, and hold harmless the CITY and its elected and appointed officials, employees, and agents ("CITY Indemnified Parties") from any and all claims, demands, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, liabilities, and expenses or costs of any kind, whether actual, alleged or threatened, including attorney's fees and costs, court costs, interest, defense costs, and expert witness fees ("Claims"), arising out of or relating to (i) any alleged or actual infringement of a third -party's intellectual property rights or (ii) the negligence or willful misconduct of any employee or agent of TEA occurring during or as a result of CONTRACTOR's performance of its obligations hereunder or (iii) active or passive negligence of CITY Indemnified Parties, provided that CONTRACTOR shall have no indemnity or other obligations to the CITY hereunder to the extent any such Claims arise from or are the result of the sole negligence or willful misconduct of the CITY or its employees, agents or other contractors, nor shall the foregoing indemnity and hold harmless obligations of CONTRACTOR extend to or cover any Claims arising from or relating to claims of defects or errors in the Software or the CITY's use or REV: 05-25-1715 Page 3 of 17 ATTY/AGR.2017.120/Telecommunications Engineering Associates