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ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 All documents prepared by the Consultant in connection with this Agreement are the property of the City. City agrees such documents are not intended or represented to be suitable for reuse for another project by City or others. Any such reuse by City or those who obtained said documents from City without written verification or adaptation by the Consultant will be without liability or legal exposure to the Consultant. 6.2 The Consultant will retain all of its records and supporting documentation relating to this Agreement, and not delivered to the City, for a period of three years except in the event that the Consultant goes out of business during that period, it will turn over, to the City, all of its records relating to the Project for retention by the City. ARTICLE 7 TERM; TERMINATION OF AGREEMENT 7.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will end upon the Consultant's completion, and the City's acceptance of all services described in this Agreement unless this Agreement is terminated under Sections 7.2 or 7.3 below. The Consultant understands that this Project will be completed no later than June 30, 2010. 7.2 This Agreement may be terminated by either party upon 15 calendar days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 7.3 The City may terminate this Agreement at will upon at least 15 calendar days prior written notice to the Consultant. 7.4 In the event of termination as provided in this Article, the City will compensate the Consultant for all services performed to termination date, which are deemed by the City to be in accordance with this Agreement. The City will pay this amount upon the Consultant's delivering to the City all information and materials developed or accumulated by the Consultant in performing the services described in this Agreement, whether completed or in progress. The expense of reproduction of these items will be borne by the City. ARTICLE 8 INSURANCE AND INDEMNITY 8.1 The Consultant represents and warrants that the exercise of their rights granted in this Agreement does not infringe on any third-party patent, copyright, trademark, trade secret, or other intellectual property right. The Consultant will defend and indemnify City against any claims or suits brought against the City based upon a claim of infringement of any United States Branding Project Agreement - Final 7