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6.D. - Page 146 of 170
<br />and are in addition to any other rights and remedies provided by law or under this
<br />Contract. This provision will survive expiration or termination of this Contract.
<br />PSC -20. Intellectual Property Warranty
<br />CONTRACTOR represents and warrants that its performance of all obligations under this
<br />Contract does not infringe in any way, directly or contributorily, upon any third party's
<br />intellectual property rights, including, without limitation, patent, copyright, trademark,
<br />trade secret, right of publicity and proprietary information.
<br />PSC -21. Ownership and License
<br />Unless otherwise provided for herein, all finished and unfinished works, tangible or not,
<br />created under this Contract including, without limitation, documents, materials, data,
<br />reports, manuals, specifications, artwork, drawings, sketches, blueprints, studies,
<br />memoranda, computation sheets, computer programs and databases, schematics,
<br />photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic
<br />designs, notes, websites, domain names, inventions, processes, formulas, matters and
<br />combinations thereof, and all forms of intellectual property originated and prepared by
<br />CONTRACTOR or its Subcontractors under this Contract (each a "Work Product";
<br />collectively "Work Products") shall be and remain the exclusive property of CITY for its
<br />use in any manner CITY deems appropriate. CONTRACTOR hereby assigns to CITY all
<br />goodwill, copyright, trademark, patent, trade secret and all other intellectual property
<br />rights worldwide in any Work Products originated and prepared under this Contract.
<br />CONTRACTOR further agrees to execute any documents necessary for CITY to perfect,
<br />memorialize, or record CITY'S ownership of rights provided herein.
<br />CONTRACTOR agrees that a monetary remedy for breach of this Contract may be
<br />inadequate, impracticable, or difficult to prove and that a breach may cause CITY
<br />irreparable harm. CITY may therefore enforce this requirement by seeking injunctive relief
<br />and specific performance, without any necessity of showing actual damage or irreparable
<br />harm. Seeking injunctive relief or specific performance does not preclude CITY from
<br />seeking or obtaining any other relief to which CITY may be entitled.
<br />For all Work Products delivered to CITY that are not originated or prepared by
<br />CONTRACTOR or its Subcontractors under this Contract, CONTRACTOR shall secure
<br />a grant, at no cost to CITY, for a non-exclusive perpetual license to use such Work
<br />Products for any CITY purposes.
<br />CONTRACTOR shall not provide or disclose any Work Product to any third party without
<br />prior written consent of CITY.
<br />Any subcontract entered into by CONTRACTOR relating to this Contract shall include this
<br />provision to contractually bind its Subcontractors performing work under this Contract
<br />such that CITY'S ownership and license rights of all Work Products are preserved and
<br />protected as intended herein.
<br />STANDARD PROVISIONS
<br />FOR CITY CONTRACTS (Rev. 10/17) [v.2] 8
<br />229
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