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replacement, including but not limited to, any
<br />required by the City, then in addition to any other
<br />packaging and shipping costs, shall be borne
<br />available remedy, the City may reduce the amount of
<br />exclusively by the Contractor. The City shall endeavor
<br />services it may be required to purchase under the
<br />to give the Contractor written notice of the breach of Agreement from the Contractor, and purchase
<br />warranty within thirty (30) calendar days of discovery conforming services from other sources. In such event,
<br />of the breach of warranty, but failure to give timely the Contractor shall pay to the City upon demand the
<br />notice shall not impair the City’s rights under this increased cost, if any, incurred by the City to procure
<br />section. such services from another source.
<br />d.If the Contractor is unable or unwilling to repair or
<br />replace defective or non-conforming Deliverables as 19.Ownership and Use of Deliverables. The City shall
<br />required by the City, then in addition to any other
<br />own all rights, titles, and interests throughout the world
<br />available remedy, the City may reduce the quantity of
<br />in and to the Deliverables.
<br />Deliverables it may be required to purchase under the
<br />Agreement from the Contractor, and purchase
<br />a.Patents. As to any patentable subject matter
<br />conforming Deliverables from other sources. In suchcontained in the Deliverables, the Contractor agrees
<br />event, the Contractor shall pay to the City uponto disclose such patentable subject matter to the City.
<br />demand the increased cost, if any, incurred by the CityFurther, if requested by the City, the Contractor
<br />to procure such Deliverables from another source.agrees to assign and, if necessary, cause each of its
<br />e.If the Contractor is not the manufacturer, and theemployees to assign the entire right, title, and
<br />Deliverables are covered by a separate manufacturer’sinterest to specific inventions under such patentable
<br />warranty, the Contractor shall transfer and assign suchsubject matter to the City and to execute,
<br />manufacturer’s warranty to the City. If for any reason
<br />acknowledge, and deliver and, if necessary, cause
<br />the manufacturer’s warranty cannot be fully
<br />each of its employees to execute, acknowledge, and
<br />transferred to the City, the Contractor shall assist and
<br />deliver an assignment of letters patent, in a form to
<br />cooperate with the City to the fullest extent to enforce
<br />be reasonably approved by the City, to the City upon
<br />such manufacturer’s warranty for the benefit of the
<br />request by the City.
<br />City.
<br />b.Copyrights. As to any Deliverables containing
<br />copyrightable subject matter, the Contractor agrees
<br />18.Warranty-Services. The Contractor warrants andthat upon their creation, such Deliverables shall be
<br />represents that all services to be provided the City underconsidered as work made-for-hire by the Contractor
<br />the Agreement will be fully and timely performed in a goodfor the City and the City shall own all copyrights in
<br />and workmanlike manner in accordance with generally
<br />and to such Deliverables. Should by operation of
<br />accepted industry standards and practices, the terms,
<br />law, such Deliverables not be considered works
<br />conditions, and covenants of the Agreement, and all
<br />made-for-hire, the Contractor hereby assigns to the
<br />applicable Federal, State and local laws, rules or
<br />City (and agrees to cause each of its employees
<br />regulations.
<br />providing services to the City hereunder to execute,
<br />acknowledge, and deliver an assignment to the City
<br />a.The Contractor may not limit, exclude or disclaim the
<br />of) all worldwide right, title, and interest in and to
<br />foregoing warranty or any warranty implied by law,
<br />such Deliverables. With respect to such work made-
<br />and any attempt to do so shall be without force or
<br />for-hire, the Contractor agrees to execute,
<br />effect.acknowledge, and deliver and cause each of its
<br />b.Unless otherwise specified in the Agreement, theemployees providing services to the City hereunder
<br />warranty period shall be at least one (1) year from theto execute, acknowledge, and deliver a work-made-
<br />last date services have been paid for under thefor-hire agreement, in a form to be reasonably
<br />Agreement. If during the warranty period, one or moreapproved by the City, to the City upon delivery of
<br />of the above warranties are breached, the Contractor
<br />such Deliverables to the City or at such other time as
<br />shall promptly upon receipt of demand perform the
<br />the City may request.
<br />services again in accordance with above standard at no
<br />c.Additional Assignments. The Contractor further
<br />additional cost to the City. All costs incidental to such
<br />agrees to, and if applicable, cause each of its
<br />additional performance shall be borne by the
<br />employees to, execute, acknowledge, and deliver all
<br />Contractor. The City shall endeavor to give the
<br />applications, specifications, oaths, assignments, and
<br />Contractor written notice of the breach of warranty
<br />all other instruments which the City might
<br />within thirty (30) calendar days of discovery of the
<br />reasonably deem necessary in order to apply for and
<br />breach warranty, but failure to give timely notice shallobtain copyright protection, trademark registration
<br />not impair the City’s rights under this section.and/or protection, letters patent, or any similar rights
<br />c.If the Contractor is unable or unwilling to perform itsin any and all countries and in order to assign and
<br />services in accordance with the above standard as
<br />convey to the City, its successors, assigns and
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