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Equipment to City at no cost. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 9. Status of Vendor. Vendor will perform the Services as an independent contractor and not as an employee of City. The persons used by Vendor to provide services under this Agreement shall not be considered employees of City for any purposes. 10. Subcontracting. Vendor will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Vendor subcontracts any of the Services, Vendor will be fully responsible to City for the acts and omissions of Vendor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Vendor is for the acts and omissions of persons directly employed by Vendor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Vendor and City. Vendor will be responsible for payment of subcontractors. Vendor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Vendor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 11. Intellectual Propert 11.1 IP Ownership. The software and other technology required to use the Services, which includes Vendor's Mobile Application ("Technology"), and all intellectual property rights therein are the exclusive property of Vendor. No implied licenses or rights are granted under this Agreement. All data re3ulting from the operation is the exclusive property of Vendor. All pre-existing intellectual property and intellectual property generated during the Term of the Agreement remains the intellectual property of Vendor. 11.2 Restrictions. City acknowledges that the Technology contains and constitutes valuable trade secrets of Vendor. Accordingly, City will not: (i) use the Technology for any purpose, except as expressly permitted in this Agreement; (ii) transfer, assign, sublicense, copy, distribute, modify, or create derivative works of the Technology, in whole or in part; or (iii) decompile, reverse assemble or otherwise reverse engineer the Technology . City will not remove or alter any of the copyright notices or other proprietary markings on the Technology. 11.3 Survival. The Parties expressly agree that this Section 10 shall survive the expiration or termination of this Agreement. 12. Confidentialitv. 12.1 "Confidential Information" is all technical and non-technical information being disclosed by one Party to the other Party (including but not limited to the Technology, product information, plans and pricing, financials, marketing plans, business strategies, City and user information, data, research and development, software, APIs, specifications, designs, fnrmulae, algorithms, and know-how); REV: 09-13-19 DZ ATfY/AGR.2019.2451Equipped Systems Inc. (Page 3 of 12)