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Export or allow access to the Contractor Products and Services in violation of U.S. laws or regulations; Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the Contractor Products and Services, or any portion thereof, for third party use; or Modify, adapt, or use the Contractor Products and Services to develop any software application intended for resale which uses the Contractor Products and Services in whole or in part. Subject to the limited rights expressly granted hereunder, Contractor and/or its licensors reserve all right, title and interest in the Contractor's Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to City. The Granicus name, the Granicus logo, and the product names associated with the services are trademarks of Contractor or its suppliers, and no right or license is granted to use them. 11. Documents. If applicable, Contractor shall deliver to the City, on request of the City Manager, copies of all original papers, documents and any other materials, in electronic or any other form, prepared specifically and exclusively for City by Contractor pursuant to this Agreement. 12. Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Contractor, its employees, agents or subcontractors by federal or state law, Contractor warrants that such license has been obtained, is valid and in good standing, and Contractor shall keep it in effect at all times during the term of this Agreement, and that any applicable bond has been posted in accordance with all applicable laws and regulations. 13. Time is of the Essence. Contractor agrees to diligently prosecute the services to be provided under this Agreement to completion and in accordance with the schedule specified in Exhibit A. In the performance of this agreement, time is of the essence. 14. Termination. This Agreement may be terminated or suspended by either party upon sixty (60) days written notice. Upon receipt of such notice from the terminating party, Contractor shall immediately stop all work under this Agreement. In the event of termination by the City, Contractor shall be entitled to payment on a pro rata basis for the services performed as of the date of termination, to the extent they were performed in accordance with this Agreement. 15. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. Page 5 of 7 AM/AGR/2019.171/G RAN ICUS, LLC REV: 07-19-19 RL