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8.1 The Vendor represents and warrants that the exercise of its rights granted in this
<br />Agreement does not infringe on any third -party patent, copyright, trademark, trade secret, or
<br />other intellectual property right.
<br />8.2 This Agreement creates a non - exclusive and perpetual license for the City to copy, use, or
<br />modify for its own use, any and all copyrights, designs, and other intellectual property embodied
<br />in the Website, which are prepared or caused to be prepared by Vendor under this Agreement
<br />( "Documents & Data "), to which Vendor retains ownership of all intellectual property rights.
<br />Notwithstanding anything to the contrary in the Agreement or attachments hereto, the City
<br />understands and agrees that Vendor will retain all right, title, and interest to the Vision Content
<br />Management SystemTM (also known as the Vision Internet Content Management System,
<br />VCMT, VCMS and the Vision Content Management Tool), and Dynamic and Interactive
<br />Components. Vendor shall have no right, title or interest in any documents and data supplied by
<br />the City and may not copyright or claim any interest therein superior to or adverse to the interests
<br />of the City, except as specifically authorized in writing by the City.
<br />8.3 Indemnification. The Vendor will indemnify, hold harmless and defend the City and its
<br />employees, agents, officers and servants from any and all lawsuits, claims, demands and causes
<br />of action of any kind arising from the negligent or intentional acts, errors or omissions of the
<br />Vendor, its officers, employees or agents. This will include, but not be limited to, the amounts of
<br />judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred
<br />by the City arising in favor of any party, including the amounts of any damages or awards
<br />resulting from claims, demands and causes of action for personal injuries, death, damages to
<br />property or claims, demands and causes of action arising from patent, copyright or trademark
<br />infringement. The City will give the Vendor prompt written notice of any such claim and will
<br />allow the Vendor, to control its defense and all related settlement negotiations as long as there is
<br />no real or potential conflict of interest. This indemnity will not extend to any suit or proceeding
<br />that is based upon the negligent or intentional acts, errors or omissions of any party other than
<br />the Vendor.
<br />8.4 The Vendor will procure and maintain at its expense insurance in full force and effect
<br />with insurance companies authorized to do business in the State of Texas, covering all operations
<br />under this Agreement, whether performed by the Vendor or its agents, subcontractors or
<br />employees. Before commencing the work, the Vendor will furnish to the City a certificate or
<br />certificates in a form satisfactory to the City, showing that Vendor has complied with this
<br />paragraph. All certificates will provide that the policies will not be canceled or non - renewed
<br />until at least 30 calendar days written notice has been given to the City. Failure of the Vendor to
<br />demand a certificate or other sufficient evidence of full compliance with these insurance
<br />requirements or failure of the Vendor to identify a deficiency from the evidence that is provided
<br />as proof of insurance will not be construed as a waiver of the Vendor's obligation to maintain the
<br />required insurance coverage specified herein. It is the Vendor's responsibility to notify the City
<br />in the event the Vendor materially alters any insurance coverage required under this Agreement.
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<br />Web Redesign and Content Management System
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