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required by the City, then in addition to any other
<br />available remedy, the City may reduce the amount of
<br />services it may be required to purchase under
<br />the Agreement from the
<br />Contractor, and purchase
<br />conforming services from other sources. In such
<br />event, the Contractor shall pay to the City upon
<br />demand the increased cost, if any, incurred by the
<br />City to procure such services from another source.
<br />19. Ownership and Use of Deliverables. The City
<br />shall own all rights, titles, and interests throughout the
<br />world in and to the Deliverables.
<br />a. Patents. As to any patentable subject
<br />matter contained in the Deliverables, the
<br />Contractor agrees to disclose such patentable
<br />subject matter to the City. Further, if requested by
<br />the City, the Contractor agrees to assign and, if
<br />necessary, cause each of its employees to assign
<br />the entire right, title, and interest to specific
<br />inventions under such patentable subject
<br />matter to the City and to execute,
<br />acknowledge, and deliver and, if necessary,
<br />cause each of its employees to execute,
<br />acknowledge, and deliver an assignment of letters
<br />patent, in a form to be reasonably approved by the
<br />City, to the City upon request by theCity.
<br />b. Copyrights. As to any Deliverables containing
<br />copyrightable subject matter, the Contractor
<br />agrees
<br />that upon their creation, such Deliverables shall
<br />be
<br />considered as work made -for -hire by the
<br />Contractor
<br />for the City and the City shall own all copyrights
<br />in
<br />and to such Deliverables. Should by operation
<br />of law, such Deliverables not be considered
<br />works made -for -hire, the Contractor hereby
<br />assigns to the City (and agrees to cause each
<br />of its employees providing services to the City
<br />hereunder to execute,
<br />acknowledge, and deliver an assignment to the
<br />City of) all worldwide right, title, and interest
<br />in and to such Deliverables. With respect to
<br />such work made- for -hire, the
<br />Contractor agrees to
<br />execute,
<br />acknowledge, and deliver and cause each of
<br />its
<br />employees providing services to the City
<br />hereunder
<br />to execute, acknowledge, and deliver a work-
<br />made- for -hire agreement, in a form to be
<br />reasonably approved by the City, to the City
<br />upon delivery of such Deliverables to the City
<br />or at such other time as
<br />the City may request.
<br />c. Additional Assignments. The Contractor
<br />further agrees to, and if applicable, cause
<br />each of its employees to, execute,
<br />acknowledge, and deliver all applications,
<br />specifications, oaths, assignments, and all
<br />other instruments which the City
<br />might reasonably deem necessary in order
<br />to apply for and obtain copyright protection,
<br />trademark registration and/or protection, letters
<br />patent, or any similar rights in any and all
<br />countries and in order to assign and convey to
<br />the City, its successors, assigns and
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