2005 AGN NOV 01 I12 - Laserfiche WebLink

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including without limitation those relating to Ownership of Materials and Confidentiality, shall remain in effect until fulfilled and shall apply to the parties respective successors and assigns. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: SPL WorldGroup, Inc. 525 Market Street, 33rd Floor San Francisco, CA 94105 Attn: Richard V. Zolezzi City: City of Colton 650 North La Cadena Drive Colton, CA 92324 Attn: Jeannette Olko, Electric Utility General Manager Such notice shall be deemed made when personally delivered or when mailed, four business days after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address or when sent by overnight courier addressed to the party at its applicable address, one business day. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data-, Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to use any work product and related documentation which are prepared or caused to be prepared by Consultant and delivered to the City under this Agreement ("Documents & Data") pursuant to the terms and conditions of the License Agreement. As between the parties, all Intellectual Property Rights in the Documents & Data and all derivatives, enhancements and modifications of Consultant's software or products are the property of Consultant. "Intellectual Property Rights" means, collectively, patent rights (including patent applications and disclosures), copyright rights (including, but not limited to, rights in audiovisual works and moral rights), trade secret rights, and any other intellectual property rights recognized by the law of each applicable jurisdiction. City hereby makes all assignments necessary to accomplish the foregoing and will render all customary and reasonable assistance to Consultant, at Consultant's expense, including, without limitation, execution and delivery of any documents reasonably requested by Consultant, to secure, perfect, register and enforce all such rights. No licenses or rights are granted to City under this Agreement except as expressly stated herein. Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal RVPU13WGS\529334 8