Agmt 13 Cal Poly Research Agreement (Fixed price)

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10. OWNERSHIP OF RESEARCH RESULTS: All work product resulting from the performance of the work under this Agreement by Corporation or its agents, employees, and subcontractors is the property of the Sponsor. In the event this Agreement is terminated, all work product resulting from the performance of the work by Consultant or its agents, employees and subcontractors under this Agreement will be delivered to the Sponsor pursuant to the termination clause of this Agreement. Corporation will have the right to make one (1) copy of the work product for ConsultanYs records. The Sponsor grants to Corporation a non-exclusive, royalty-free license to use the research results for educational purposes with no right to sub-license - 10.1. PUBLICATIONS: The Project personnel will be free to publish the results of that part of the research Project which is performed under this Agreement. Publication of information that had previously been researched by the Sponsor but presented to the Project personnel as a component of the Project research performed under this Agreement requires prior written approval of the Sponsor. 11. INDEPENDENT CONTRACTOR: For the purposes of this Agreement and all services to be provided hereunder, each party shall be, and shall be deemed to be, an independent contractor and not an agent or employee of the other party. Neither party shall have authority to make any statements, representation or commitments of any kind, or to take any action, which shall be binding on the other party, except as may be explicitly provided for herein or authorized by the other party in writing. 12. INDEMNIFICATION: CAL POLY CORPORATION shall defend, indemnify and hold the City of Redwood City, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees) or claims for injury or damages arising out of the pertormance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of CAL POLY CORPORATION, its officers, agents or employees. The City of Redwood city shall defend, indemnify and hold CAL POLY CORPORATION its officers, the trustees of the California State University, employees, volunteers, and subcontractors harmless from and against any and all liability, loss, expense (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the City of Redwood City, its officers, agents or employees. 13. DISPUTES: Any dispute concerning a question of fact arising under terms of this agreement that is not resolved by mutual agreement of the parties shall be brought to the attention of the authorized signatories of both parties. In the event that suit shall be brought by either party to this contract, the parties agree that venue shall be exclusively vested in the state courts of the County of San Luis Obispo, or if federal jurisdiction is appropriate, exclusively in the United States District Court, Central District of California, Western Division. 14. GOVERNING LAW: This Agreement will be deemed fully executed when signed by both parties. This Agreement shall be governed in accordance with the laws of the State of California. REV:10-04-13 VR Page 3 of 7 ATTY/AGR.2013.186/Cal Poly Corporation/Broadway Corridor Planning