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Docusign Envelope ID: DA4FA5BF-D9AF-4543-AD49-B8F98E2726F6
<br /> Article 4
<br /> Ownership of Work Product, Copyrights and Licenses
<br /> 4.1 As long as Owner is current in the payment of all undisputed invoices, all work product prepared
<br /> by the Design-Builder pursuant to this Agreement, including, but not limited to, all Contract Documents,
<br /> Plans and Specifications and any computer aided design,shall be the sole and exclusive property of Owner,
<br /> subject to the Design-Builder's reserved rights.
<br /> 4.2 Design-Builder's technology, including without limitation customary techniques and details, skill,
<br /> processes, knowledge, and computer software developed or acquired by Design-Builder or its
<br /> Subconsultants to prepare and manipulate the data which comprises the Instruments of Service shall all be
<br /> and remain the property of the Design-Builder.
<br /> 4.3 General Drawings, specifications, and other documents furnished by the Design-Builder, including
<br /> those in electronic form, are Instruments of Service. As part of the total compensation which Owner has
<br /> agreed to pay Design-Builder for the professional services to be rendered under this Agreement, Design-
<br /> Builder agrees that all finished and unfinished Instruments of Service including but not limited to documents,
<br /> data, studies, surveys, drawings, specifications, field notes, maps, models, photographs, preliminary
<br /> reports, reports, bid packet/construction contract documents/advertisement for bids incorporating any
<br /> Owner standard provisions provided by Design-Builder, all of which are produced by Design-Builder and
<br /> paid for by Owner are, and will remain, the property of the Owner. Design-Builder will furnish Owner with
<br /> electronic copies of all of the foregoing to facilitate coordination. Ownership of the underlying work product
<br /> shall remain the intellectual property of Design-Builder. The above notwithstanding, Design-Builder shall
<br /> retain all rights in its standard drawing details, designs, specifications, databases, computer software and
<br /> any other proprietary and intellectual property information provided pursuant to this Contract.
<br /> 4.4 The Design-Builder and the Owner warrant that in transmitting Instruments of Service, or any other
<br /> information, the transmitting party is the copyright owner of such information or has permission from the
<br /> copyright owner to transmit such information for its use on the Project.
<br /> 4.4.1 The Design-Builder shall obtain non-exclusive licenses from the Architect, Engineer,
<br /> Consultants, and Contractors, that will allow the Design-Builder to satisfy its
<br /> obligations to the Owner under this Agreement.
<br /> 4.4.2 In the event the Owner alters the Instruments of Service without the author's written
<br /> authorization,the Owner releases the Design-Builder and its Subconsultants and any other
<br /> person or entity providing services or work for any of them, from all claims and causes of
<br /> action arising from such alteration. The terms of this Section shall not apply if Owner
<br /> rightfully terminates this Agreement for cause.
<br /> Article 5
<br /> Contract Time
<br /> 5.1 Date of Commencement.The Phase 1 Services shall commence upon execution of this Agreement
<br /> by the Owner which shall follow execution by the Design-Builder. Phase 2 Services shall commence upon
<br /> execution of the Contract Price Amendment. Owner may issue a Notice to Proceed to signal
<br /> commencement of Phase 2 construction activities but, if none issued, Phase 2 Contract Time shall run from
<br /> the date of execution.
<br /> 5.2 Substantial Completion and Final Completion.
<br /> DBIA Document No.545 Page 5
<br /> Progressive Design-Build Agreement for Water and Wastewater Projects
<br /> © 2022 Design-Build Institute of America
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