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))~I project between the City and vendor will be compiled and become part of the contract. D. The final executed version of the application software license, application software maintenance agreement, and operating software license. 4.03 Proposed Contract Language. Listed below are contractual statements which the City will include in the final contract negotiated with the successful vendor. It is anticipated that this list of contractual provisions will be expanded during contract negotiations. A. Non-Assignment Clause. Neither of the identified parties to the Agreement shall assign or encumber any of its rights, or delegate or subcontract any of its duties defined in the Agreement, in whole or in part, to a third party unless the other part to the Agreement gives prior written consent. Subject to the foregoing covenant against assignment and delegation, the rights created by the Agreement shall pass to the benefit of the properly identified party and the duties and obligations resulting from the Agreement shall bind the properly identified party and their respective successors and assignees. ~ B. Entire Agreement Clause. This Agreement, including appendices and referenced attachments, constitutes the entire Agreement between City and Vendor on this subject and supersedes all other proposals, presentations, representations, and communications, whether oral or written, between the parties on this subject. C. Patents, Copyrights, Proprietary Rights and Indemnification. - The vendor, at its own expense, shan completely and entirely hold harmless, indemnify and defend the City from any claim or suit brought against the City involving an alleged violation of patents or copyrights resulting from the vendor or City use of any software, documentation, and/or data developed in connection with the services and products described in this Agreement. The City will provide the vendor with a written notice of any such claim or suit. The City will assist the vendor, in reasonable ways, in the preparation of information helpful to the vendor in defending the City against such a claim or suit. City retains the right to offset against any amounts owed vendor any such monies expended by the City in defending itself against such claims. Should a court order be issued restricting the City's use of any product, at the City's sole option the vendor shall, at the vendor's sole expense, do the following: RFP 94-00 1 Page 13