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Consultant to City. Third Party Software is either licensed directly by City from the third party or through Consultant as reseller or sublicensor. City's rights in the Third Party Software are set forth in the license agreement between City and the third party or the sublicense from Consultant, as applicable. 14.5 Work product created by Consultant that is not software (for example, training materials) will become and remain the sole property of Consultant, including all associated copyright and other intellectual property rights. Upon payment of all required Consultant fees, Consultant hereby grants City a worldwide, non-exclusive, fully paid, non -transferable, perpetual license to use the non -software work product for City's internal business purposes. In furtherance of the foregoing, Consultant will retain all rights in its proprietary methodologies for delivery of its Services used by Consultant during the course of the Agreement including, but not limited to, descriptions of the methodology, processes, document templates and project tools ("Methodology"). City acknowledges that the Methodology is Confidential Information (defined below). Consultant grants to City at no additional charge a worldwide, non- exclusive, fully -paid, non -transferable, perpetual license to use the Methodology internally in connection with the deliverables. 15. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Such records will not be Deliverables prepared for City and will be Consultant Documents for purposes of this Agreement. Nothing herein will convert such records into public records, and they will be available only to City and any specified public agencies. Consultant will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant will allow City to inspect of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 16. Copyrights. Consultant agrees that all copyrights that arise from the Services will be vested in City, and Consultant relinquishes all claims to the copyrights in favor of City. 17. Notices. The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Consultant under this Agreement. For City: For Consultant: City of Redwood City CodeRight Inc. Attention: City Manager Attention: Bryan Tuttle 1017 Middlefield Road 20 Marion Drive Redwood City, CA 94063 (650) 780-7000 Tewksbury, MA 01876 Phone No. (781) 389 9695 Except as otherwise stated, all notices provided under this Agreement must be in writing and delivered by regular and certified mail. Each party will notify the other immediately REV: 01-13-2021 PR