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<br />City of Sunny Isles Beach |Request for Qualifications No. 17-12-01 17
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<br /> infringement, service mark, trademark, violation, or proprietary rights claims or is subject to
<br /> any injunction which may prohibit it from providing any Deliverable hereunder. The
<br /> Consultant shall enter into agreements with all suppliers and sub-consultants at the Consultant's
<br /> own risk. The City may reject any Deliverable that it believes to be the subject of any such litigation
<br /> or injunction, or if, in the City's judgment, use thereof would delay the Work or be unlawful.
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<br /> E. The Consultant shall not infringe any copyright, trademark, service mark, trade secrets, patent
<br /> rights, or other intellectual property rights in the performance of the Work.
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<br />2.23 PROPRIETARY RIGHTS
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<br /> A. The Consultant hereby acknowledges and agrees that the City retains all rights, title and interests
<br /> in and to all materials, data, documentation and copies thereof furnished by the City to the
<br /> Consultant hereunder or furnished by the Consultant to the City and/or created by the Consultant
<br /> for delivery to the City, even if unfinished or in process, as a result of the Services the Consultant
<br /> performs in connection with the Agreement, including all copyright and other proprietary rights
<br /> therein, which the Consultant as well as its employees, agents, sub-consultants and suppliers
<br /> may use only in connection with the performance of Services under the Agreement. The
<br /> Consultant shall not, without the prior written consent of the City, use such documentation on
<br /> any other project in which the Consultant or its employees, agents, sub-consultants or
<br /> suppliers are or may become engaged. Submission or distribution by the Consultant to meet official
<br /> regulatory requirements or for other purposes in connection with the performance of Services
<br /> under the Agreement shall not be construed as publication in derogation of the City's
<br /> 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 Consultant and its sub -
<br />consultants 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 Consultant nor its employees, agents, sub-consultants or suppliers shall
<br />have any proprietary interest in such Developed Works. The Developed Works may not be utilized,
<br />reproduced or distributed by or on behalf of the Consultant, or any employee, agent, sub-
<br />consultants or supplier thereof, without the prior w ritten consent of the City, except as required
<br />for the Consultant'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 /> Consultant and its sub-consultants and suppliers hereunder shall retain all proprietary rights in and
<br /> to all licensed software provided hereunder, that have not been customized to satisfy the
<br /> performance criteria set forth in the Scope of Services. Not -withstanding the foregoing, the
<br /> Consultant hereby grants, and shall require that its sub-consultants and suppliers grant, if the
<br /> City so desires, a perpetual, irrevocable and unrestricted right and li -cense to use, duplicate,
<br /> disclose and/or permit any other person(s) or entity(ies) to use all such licensed software and
<br /> the associated specifications, technical data and other documentation for the operations of the City
<br /> or entities controlling, controlled by, under common control with, or affiliated with the City, or
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