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City hereby grants to Contractor a non-exclusive, royalty -free license to use and
<br />display the City's trademarks, service marks and name (collectively, the "City Marks") in
<br />connection with Contractor using and displaying the City Marks on parking guidance
<br />signs, mobile application components, and Contractor's websites. Contractor may use
<br />and display the City Marks on physical signage within Redwood City, California and on
<br />website properties and mobile applications. Contractor acknowledges and agrees that
<br />City is and will continue to be the owner of the City Marks. Contractor agrees to
<br />immediately cease its use and display of City Marks upon expiration or termination of this
<br />Agreement, or upon written notice from the City.
<br />All right, title and interest in and to all technology, designs, software, other works
<br />of authorship, inventions, know-how, intellectual property, methods, and processes
<br />(collectively, "Technology") created, developed, conceived, written or invented by or for
<br />Contractor prior to and after the date of this Agreement is and will be owned by Contractor,
<br />including without limitation (i) all Intellectual Property Rights in the Technology, (ii) all
<br />Technology related to or embodied in the Hardware and the Services, (iii) all Technology
<br />that is an improvement, enhancement or customizations to any Hardware or any Service,
<br />and (iv) all Technology arising out of Contractor's performance of this Agreement. No
<br />such Technology or any Intellectual Property Rights therein (a) will be a "work for hire"
<br />and (b) is or will be assigned, sold or transferred by Contractor to City. City hereby
<br />assigns to Contractor all right, title and interest in and to any feedback, ideas and
<br />suggestions proposed or provided by City to Contractor related to the Hardware or the
<br />Services (collectively, "Feedback"), including without limitation all Intellectual Property
<br />Rights in any such Feedback.
<br />14.3 Restrictions. City acknowledges that the Hardware and Services contain and
<br />constitute valuable trade secrets of Contractor. Accordingly, City will not: (i) use the
<br />Services for any purpose, except as expressly permitted in this Agreement; (ii) transfer,
<br />assign, sublicense, copy, distribute, modify, or create derivative works of the Services, in
<br />whole or in part; or (iii) decompile, reverse assemble or otherwise reverse engineer any
<br />part of the Hardware or Services. City will not remove or alter any of the copyright notices
<br />or other proprietary markings on the Hardware or Services.
<br />14.3.1 City shall not be entitled to amend, translate, re-engineer,
<br />decompile, disassemble or otherwise modify, develop or prepare derivative works
<br />of or attempt to do so or permit a third party to do so with regard to the Services
<br />or Hardware, or any software included on the Hardware or used by Contractor to
<br />provide the Services, unless City is entitled to do so on the basis of mandatory
<br />copyright laws on a case-by-case basis.
<br />14.3.2 If and to the extent Contractor provides any software to City,
<br />Cleverciti grants to City, for the term of the Agreement and for the sole purpose
<br />of using the Services provided by Contractor a simple (nonexclusive), non-
<br />transferable, non-sublicensable right to use the Services in connection with the
<br />Hardware. City shall be entitled to enable end users of the parking spaces
<br />REV; 12-10-2020 SK
<br />ATTY/AGR.2020.282/Cleverciti (Parking Guidance System Project) (Page 9 of 54)
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