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REV: 04-07-2023 MI <br />Software, whether or not owned by the City, may be used by City without <br />permission or payment beyond this Agreement. <br />14.3 "Consultant Software" means pre-existing software owned by Consultant <br />incorporated into the Developed Software. Consultant retains all rights to <br />Consultant Software. Upon payment of all required Consultant fees, Consultant <br />hereby grants City a worldwide, non-exclusive, fully paid, non-transferable, <br />perpetual license to use the Consultant Software for City’s internal business <br />purposes. <br />14.4 "Third-Party Software" means software owned by a third party and delivered <br />by Consultant to City. Third-Party Software is either licensed directly by City from <br />the third party or through Consultant as reseller or sub licensor. City's rights in the <br />Third-Party Software are set forth in the license agreement between City and the <br />third party or the sublicense from Consultant, as applicable. <br />14.5 Work product created by Consultant that is not software (for example, training <br />materials and other Consultant Documents) will become and remain the sole <br />property of Consultant, including all associated copyright and other intellectual <br />property rights. Upon payment of all required Consultant fees, Consultant hereby <br />grants City a worldwide, non-exclusive, fully paid, non-transferable, perpetual <br />license to use the non-software work product for City's internal business purposes. <br />In furtherance of the foregoing, Consultant will retain all rights in its proprietary <br />methodologies for delivery of its Services used by Consultant during the course of <br />the Agreement including, but not limited to, descriptions of the methodology, <br />processes, document templates and project tools ("Methodology"). City <br />acknowledges that the Methodology is Confidential Information (defined below) <br />Consultant grants to City at no additional charge a worldwide, non-exclusive, fully- <br />paid, non-transferable, perpetual license to use the Methodology internally in <br />connection with the deliverables. <br />15. Maintenance of Records. Consultant will maintain complete and accurate records <br />with respect to costs incurred under this Agreement. All records will be clearly identifiable. <br />Such records will not be Deliverables prepared for City and will be Consultant Documents <br />for purposes of this Agreement. Nothing herein will convert such records into public <br />records, and they will be available only to City and any specified public agencies. <br />Consultant will allow a representative of City during normal business hours to examine, <br />audit, and make transcripts or copies of records and any other documents created <br />pursuant to this Agreement. Consultant will allow City to inspect of all work, data, <br />documents, proceedings, and activities related to the Agreement for a period of three (3) <br />years from the date of final payment under this Agreement. <br />16. Copyrights. Consultant agrees that all copyrights that arise from the Services will <br />be vested in City, and Consultant relinquishes all claims to the copyrights in favor of City. <br />ATTY/AGR.2023.075/CodeRight Inc. (CIP App) (Page 7 of 20)