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<br />2. Term of Agreement. <br />Said services shall commence on execution and shall continue until completion of <br />the tasks set forth in Exhibit A as described in the preceding section, or until terminated by either <br />party as provided in this section. <br />City may terminate this Agreement if BAWSCA breaches a material term of the <br />Agreement and fails to cure the breach within ten (10) days from the date City delivers written <br />notice to BAWSCA. <br />BAWSCA may terminate this Agreement for convenience or default by City by <br />providing written notice to the City. If BAWSCA elects to terminate this Agreement prior to its <br />completion, BAWSCA will compensate the City (at the hourly rate set forth in Exhibit A) for all <br />work performed in full compliance with this Agreement prior to the City's receipt of the notice of <br />termination. Upon City's receipt of the written notice of termination, City immediately will stop <br />work on all services. <br />3. Compensation. <br />Payment under this Agreement shall be as per Exhibit A. <br />4. Reliance of Professional Skill of City. <br />City represents that it has the necessary professional skills to perform the services <br />required and BAWSCA is relying on such skills of the City to do and perform the work. <br />5. Intellectual Property Rights. <br />City will retain ownership of the software and other intellectual property developed <br />or provided by City to BAWSCA pursuant to this Agreement. <br />City grants to BAWSCA a perpetual, non-exclusive license to use the software <br />developed and other intellectual property provided by City to BAWSCA under this Agreement. <br />There will be no additional charge to BAWSCA for this license. <br />BAWSCA may make backup and archival copies of the software and other <br />intellectual property, and BAWSCA may modify the software and other intellectual property as <br />set forth in Exhibit A. <br /> <br />2 <br />