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15. SOLICITATION/HIRING OF CONSULTANT'S EMPLOYEES
<br />During the term of this Agreement and for one year thereafter, Municipality shall not solicit, recruit or hire,
<br />or attempt to solicit, recruit or hire, any employee or former employee of Consultant who provided services
<br />to Municipality pursuant to this Agreement ("Service Providers"), or who interacted with Municipality in
<br />connection with the provision of such services (including but not limited to supervisors or managers of Service
<br />Providers, customer relations personnel, accounting personnel, and other support personnel of
<br />Consultant). The Parties agree that this provision is reasonable and necessary in order to preserve and protect
<br />Consultant's trade secrets and other confidential information, its investment in the training of its employees,
<br />the stability of its workforce, and its ability to provide competitive building department programs in this
<br />market. If any provision of this section is found by a court or arbitrator to be overly broad, unreasonable in
<br />scope or otherwise unenforceable, the Parties agree that such court or arbitrator shall modify such provision
<br />to the minimum extent necessary to render this section enforceable. In the event that Municipality hires any
<br />such employee duringthe specified period, Municipality shall pay to Consultant a placement fee equal to 100%
<br />of the employee's annual salary including bonus and training cost.
<br />16. OWNERSHIP OF DOCUMENTS
<br />Except as expressly provided in this Agreement, Municipality shall retain ownership of all Materials and of all
<br />work product and deliverables created by Consultant pursuant to this Agreement. The Materials, work
<br />product and deliverables shall be used by Consultant solely as provided in this Agreement and for no other
<br />purposes without the express prior written consent of Municipality. As between Municipality and Consultant,
<br />all work product and deliverables shall become the exclusive property of Municipality when Consultant has
<br />been compensated for the same as set forth herein, and Municipality shall thereafter retain sole and exclusive
<br />rights to receive and use such materials in such manner and for such purposes as determined by it.
<br />Notwithstanding the preceding, Consultant may use the Materials, work product, deliverables, applications,
<br />records, documents and other materials provided to perform the Services or resulting from the Services, for
<br />purposes of (i) benchmarking of Municipality's and other client's performance relative to that of other groups
<br />of customers served by Consultant; (ii) improvement, development marketing and sales of existing and future
<br />Consultant services, tools and products; (iii) monitoring Service performance and making improvements to
<br />the Services. For the avoidance of doubt, Municipality Data will be provided to third parties, other than
<br />hosting providers, development consultants and other third parties providing services for Consultant, only on
<br />an anonymized basis and only as part of a larger body of anonymized data. If this Agreement expires or is
<br />terminated for any reason, all records, documents, notes, data and other materials maintained or stored in
<br />Consultant's secure proprietary software pertaining to Municipality will be exported into a CSV file and
<br />become property of Municipality. Notwithstanding the preceding, Consultant shall own all rights and title to
<br />any Consultant provided software and any improvements or derivative works thereof.
<br />Upon reasonable prior written notice, Municipality and its duly authorized representatives shall have access
<br />to any books, documents, papers and records of Consultant that are related to this Agreement for the
<br />purposes of audit or examination, other than Consultant's financial records, and may make excerpts and
<br />transcriptions of the same at the cost and expense of Municipality.
<br />17. MUNICIPALITY OBLIGATIONS
<br />Municipality shall timely provide all data information, plans, specifications and other documentation
<br />reasonably required by Consultant to perform Services (Materials). Municipality has the right to grant and
<br />hereby grants Consultant a fully paid up, non-exclusive, non -transferable license to use the Materials in
<br />accordance with the terms of this Agreement.
<br />18. ASSIGNMENT AND SUBCONTRACT
<br />Neither party shall assign all or part of its rights or obligations under this Agreement to another entity without
<br />the written approval of both Parties; consent shall not be unreasonably withheld. Notwithstanding the
<br />preceding, Consultant may assign this Agreement in connection with the sale of all or substantially all of its
<br />assets or ownership interest, effective upon notice to Municipality, and may assign this Agreement to its
<br />parent, subsidiaries or sister companies (Affiliates) without notice to Municipality. Consultant may
<br />subcontract any or all of the services to its Affiliates without notice to Municipality. Consultant may
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