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BAN DIAi2C'Oe3
<br /> replacement, including but not limited to, any
<br /> packaging and shipping costs, shall be borne required by the City, then in addition to any other
<br /> exclusively by the Contractor.The City shall endeavor to available remedy, the City may reduce the amount of
<br /> give the Contractor written notice of the breach of services it may be required to purchase under the
<br /> warranty within thirty(30)calendar days of discovery of Agreement from the Contractor, and purchase
<br /> the breach of warranty, but failure to give timely notice conforming services from other sources. In such event,
<br /> shall not impair the City's rights under this section. the Contractor shall pay to the City upon demand the
<br /> d. If the Contractor is unable or unwilling to repair or increased cost, if any, incurred by the City to procure
<br /> p g
<br /> replace defective or non-conforming Deliverables as
<br /> such services from another source.
<br /> required by the City, then in addition to any other
<br /> available remedy, the City may reduce the quantity of 19. Ownership and Use of Deliverables. The City shall
<br /> Deliverables it may be required to purchase under the own all rights,titles,and interests throughout the world in
<br /> Agreement from the Contractor, and purchase and to the Deliverables.
<br /> conforming Deliverables from other sources. In such
<br /> event, the Contractor shall pay to the City upon a. Patents. As to any patentable subject matter
<br /> demand the increased cost,if any,incurred by the City to contained in the Deliverables,the Contractor agrees to
<br /> procure such Deliverables from anothersource. disclose such patentable subject matter to the City.
<br /> e. If the Contractor is not the manufacturer, and the Further, if requested by the City, the Contractor
<br /> Deliverables are covered by a separate manufacturer's agrees to assign and, if necessary, cause each of its
<br /> warranty, the Contractor shall transfer and assign such employees to assign the entire right, title, and
<br /> manufacturer's warranty to the City. If for any reason interest to specific inventions under such patentable
<br /> the manufacturer's warranty cannot be fully subject matter to the City and to execute,
<br /> transferred to the City, the Contractor shall assist and acknowledge, and deliver and, if necessary, cause
<br /> cooperate with the City to the fullest extent to enforce each of its employees to execute, acknowledge, and
<br /> such manufacturer's warranty for the benefit of the deliver an assignment of letters patent, in a form to be
<br /> City. reasonably approved by the City, to the City upon
<br /> 18. Warranty-Services. The Contractor warrants and request by theCity.
<br /> represents that all services to be provided the City under b. Copyrights. As to any Deliverables containing
<br /> the Agreement will be fully and timely performed in a good and copyrightable subject matter, the Contractor agrees
<br /> workmanlike manner in accordance with generally accepted that upon their creation, such Deliverables shall be
<br /> industry standards and practices, the terms,conditions, considered as work made-for-hire by the Contractor
<br /> and covenants of the Agreement, and all applicable for the City and the City shall own all copyrights in
<br /> Federal, State and local laws, rules or and to such Deliverables. Should by operation of
<br /> regulations. law, such Deliverables not be considered works
<br /> made-for-hire, the Contractor hereby assigns to the
<br /> a. The Contractor may not limit, exclude or disclaim the City (and agrees to cause each of its employees
<br /> foregoing warranty or any warranty implied by law, providing services to the City hereunder to execute,
<br /> and any attempt to do so shall be without force or acknowledge,and deliver an assignment to the City of)
<br /> effect. all worldwide right, title, and interest in and to such
<br /> b. Unless otherwise specified in the Agreement, the Deliverables.With respect to such work made- for-hire,
<br /> warranty period shall be at least one(1)year from the last the Contractor agrees to execute,
<br /> date services have been paid for under the acknowledge, and deliver and cause each of its
<br /> Agreement.If during the warranty period,one or more of employees providing services to the City hereunder
<br /> the above warranties are breached, the Contractor shall to execute,acknowledge,and deliver a work-made- for-
<br /> promptly upon receipt of demand perform the services hire agreement, in a form to be reasonably
<br /> again in accordance with above standard at no additional approved by the City, to the City upon delivery of
<br /> cost to the City. All costs incidental to such additional such Deliverables to the City or at such other time as
<br /> performance shall be borne by the the City may request.
<br /> Contractor. The City shall endeavor to give the c. Additional Assignments. The Contractor further
<br /> Contractor written notice of the breach of warranty agrees to, and if applicable, cause each of its
<br /> within thirty (30) calendar days of discovery of the employees to, execute, acknowledge, and deliver all
<br /> breach warranty,but failure to give timely notice shall not applications,specifications,oaths,assignments,and all
<br /> impair the City's rights under this section. other instruments which the City might
<br /> c. If the Contractor is unable or unwilling to perform its reasonably deem necessary in order to apply for and
<br /> services in accordance with the above standard as obtain copyright protection, trademark registration
<br /> and/or protection,letters patent,or any similar rights in
<br /> any and all countries and in order to assign and
<br /> convey to the City,its successors,assigns and
<br /> Rev.05.15.20 Page 3 of 7
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