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B. Subcontractor. RedSpeed shall require all Subcontractors to agree in writing that City is <br />granted a non-exclusive and perpetual license for any Documents & Data the Subcontractor <br />prepares under this Agreement. RedSpeed represents and warrants that RedSpeed has the legal <br />right to license any and all Documents & Data. RedSpeed makes no such representation and <br />warranty in regard to Documents & Data which were prepared by design professionals other than <br />RedSpeed or its Subcontractor, or those provided to RedSpeed by the City. <br />C. Right to Use. City shall not be limited in any way in its -use or reuse of the Documents <br />and Data or any part of them at any time for purposes of the Services or another project, provided <br />that any such use not within the purposes intended by this Agreement or on a project other than <br />the Services without employing the services of RedSpeed shall be at City's sole risk. If City uses <br />or reuses the Documents & Data on any project other than for the Services, it shall remove <br />RedSpeed's seal from the Documents & Data. RedSpeed shall be responsible and liable for its <br />Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of <br />the Documents & Data at the time they are provided to the City upon completion, suspension, <br />abandonment or termination. RedSpeed shall not be responsible or liable for any revisions to the <br />Documents & Data made by any party other than RedSpeed, a party for whom RedSpeed is legally <br />responsible or liable, or anyone approved by RedSpeed. <br />D. Indemnification. RedSpeed shall defend, indemnify and hold the City, its, officials, <br />officers, employees, volunteers, and agents free and harmless, pursuant to the indemnification <br />provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, <br />trade name, trademark, or any other proprietary right of any person or entity in consequence of the <br />use in the Services or on the Project, including any method, process, product, or concept specified <br />or depicted. This subparagraph shall survive termination or expiration of this Agreement. <br />E. Confidentiality. To the maximum extent permitted by law, all Documents & Data, either <br />created by or provided to RedSpeed in connection with the performance of this Agreement, shall <br />be held confidential by RedSpeed. All Documents & Data shall not, without the prior written <br />consent of City, be used or reproduced by RedSpeed for any purposes other than the performance <br />of the Services. To the maximum extent permitted by law, RedSpeed shall not disclose, cause or <br />facilitate the disclosure of the Documents & Data to any person or entity not connected with the <br />performance of the Services or the Project. Nothing furnished to RedSpeed that is otherwise known <br />to RedSpeed or is generally known, or has become known, to the related industry shall be deemed <br />confidential. RedSpeed shall not use City's name or insignia, photographs of the Project, or any <br />publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, <br />television or radio production or other similar medium without the prior written consent of City. <br />Page 9 of 31 <br />