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royalty -free license to display, distribute, transmit and otherwise use the Data to improve <br />the Services and the performance of Contractor, including without limitation, submitting <br />and sublicensing the Data to third parties for analytical purposes, provided that (i) such <br />third parties have entered into a written agreement with Contractor to maintain the <br />confidentiality of the Data and (ii) Contractor will not specifically identify the Data as <br />originating from City when providing the Data to such third parties. <br />City has no right, title or interest in or to any Contractor provided Application, any Service <br />or any Content, and Contractor shall retain all proprietary right, title and interest, including <br />all Intellectual Property Rights, in and to the Applications, the Services and the Content. <br />9.2 Contractor's Books and Records. Contractor shall maintain any and all ledgers, books <br />of account, invoices, vouchers, canceled checks, and other records or documents <br />evidencing or relating to charges for services or expenditures and disbursements charged <br />to the City under this Agreement for a minimum of 3 years, or for any longer period <br />required by law, from the date of final payment to the Contractor to this Agreement. <br />9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this <br />Agreement requires Contractor to maintain shall be made available for inspection, audit, <br />and/or copying at any time during regular business hours, upon oral or written request of <br />the City. Under California Government Code Section 8546.7, if the amount of public funds <br />expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to <br />the examination and audit of the State Auditor, at the request of City or as part of any audit <br />of the City, for a period of 3 years after final payment under the Agreement. <br />Section 10. MISCELLANEOUS PROVISIONS. <br />10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for <br />declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing <br />party shall be entitled to reasonable attorneys' fees in addition to any other relief to which <br />that party may be entitled, The court may set such fees in the same action or in a <br />separate action brought for that purpose. <br />10.2 Venue. In the event that either party brings any action against the other under this <br />Agreement, the Parties agree that trial of such action shall be vested exclusively in the <br />state courts of California in the County of Alameda or in the United States District Court for <br />the Northern District of California. <br />10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this <br />Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so <br />adjudged shall remain in full force and effect. The invalidity in whole or in part of any <br />provision of this Agreement shall not void or affect the validity of any other provision of this <br />Agreement. <br />Non -Professional Services Agreement between City of San Leandro and [02/03/2016] <br />FacilityDude.com for FacilityDude Training Services Page 10 of 13 ko <br />