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<br />During the term of the contract, the Contractor will not use directly or indirectly for itself or for
<br />others, or publish or disclose to any third party, or remove from the City's property, any computer
<br />programs, data compilations, or other software which the City has developed, has used or is using,
<br />is holding for use, or which are otherwise in the possession of the City (hereinafter "Computer
<br />Software"). All third-party license agreements must also be honored by the contractors and their
<br />employees, except as authorized by the City and, if the Computer Software has been leased or
<br />purchased by the City, all third party license agreements must also be honored by the contractors'
<br />employees with the approval of the lessor or Contractors thereof. This includes mainframe, minis,
<br />telecommunications, personal computers and any and all information technology software.
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<br />The Contractor will report to the City any information discovered or which is disclosed to the
<br />Contractor which may relate to the improper use, publication, disclosure or removal from the
<br />City's property of any information technology software and hardware and will take such steps as
<br />are within the Contractor's authority to prevent improper use, disclosure or removal.
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<br />ARTICLE 32. PROPRIETARY RIGHTS
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<br />a) The Contractor hereby acknowledges and agrees that the City retains all rights, title and
<br />interests in and to all materials, data, documentation and copies thereof furnished by the
<br />City to the Contractor hereunder or furnished by the Contractor to the City and/or created
<br />by the Contractor for delivery to the City, even if unfinished or in process, as a result of the
<br />Services the Contractor performs in connection with this Agreement, including all
<br />copyright and other proprietary rights therein, which the Contractor as well as its
<br />employees, agents, and suppliers may use only in connection with the performance of
<br />Services under this Agreement. The Contractor shall not, without the prior written consent
<br />of the City, use such documentation on any other project in which the Contractor or its
<br />employees, agents, or suppliers are or may become engaged. Submission or distribution by
<br />the Contractor to meet official regulatory requirements or for other purposes in connection
<br />with the performance of Services under this Agreement shall not be construed as
<br />publication in derogation of the City's copyrights or other proprietary rights.
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<br />b) All rights, title and interest in and to certain inventions, ideas, designs and methods,
<br />specifications and other documentation related thereto developed by the Contractor
<br />specifically for the City, hereinafter referred to as "Developed Works" shall become the
<br />property of the City.
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<br />c) Accordingly, neither the Contractor nor its employees, agents, or suppliers shall have any
<br />proprietary interest in such Developed Works. The Developed Works may not be utilized,
<br />reproduced or distributed by or on behalf of the Contractor, or any employee, agent, or
<br />supplier thereof, without the prior written consent of the City, except as required for the
<br />Contractor's performance hereunder.
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<br />d) Except as otherwise provided in subsections a, b, and c above, or elsewhere herein, the
<br />Contractor and its suppliers hereunder shall retain all proprietary rights in and to all
<br />licensed software provided hereunder, that have not been customized to satisfy the
<br />performance criteria set forth in the City's RFP No. 10-07-01. Notwithstanding the
<br />foregoing, the Contractor hereby grants, and shall require that its suppliers grant, if the City
<br />so desires, a perpetual, irrevocable and unrestricted right and license to use, duplicate,
<br />disclose and/or permit any other person(s) or entity(ies) to use all such licensed software
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