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Consulting Services Agreement between City of San Leandro and 12/18/2017
<br />ConvergeOne, Inc. for Cisco Firewall Upgrade Project Exhibit A – Page 12 of 16
<br />8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
<br />of this Agreement, City’s remedies shall include, but are not limited to, the following:
<br />8.6.1 Immediately terminate the Agreement;
<br />8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
<br />other work product prepared by Consultant pursuant to this Agreement;
<br />8.6.3 Retain a different consultant to complete the work described in Exhibit A not
<br />finished by Consultant;
<br />Section 9.KEEPING AND STATUS OF RECORDS.
<br />9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
<br />models, charts, studies, surveys, photographs, memoranda, plans, studies specifications,
<br />records, files, or any other documents or materials, in electronic or any other form,
<br />excluding Consultant intellectual property that Consultant prepares or obtains pursuant to
<br />this Agreement and that relate to the matters covered hereunder shall be the property of
<br />the City. Consultant hereby agrees to deliver those documents to the City upon
<br />termination of the Agreement. It is understood and agreed that the documents and other
<br />materials, including but not limited to those described above, prepared pursuant to this
<br />Agreement are prepared specifically for the City and are not necessarily suitable for any
<br />future or other use. City and Consultant agree that, until final approval by City, all data,
<br />plans, specifications, reports and other documents are confidential and will not be released
<br />to third parties without prior written consent of both Parties. Consultant is a reseller of
<br />certain manufacturers’ products. The ownership of software associated with the products
<br />shall remain with the manufacturer of such software, and the City agrees to fully comply
<br />with the manufacturer’s end user license for such software at all times. Each party
<br />reserves all rights, including, but not limited to, ownership, title, intellectual property rights
<br />and all other rights and interest in and to any intellectual property that it makes available to
<br />the other party as is necessary for the other party’s performance under this Agreement. In
<br />addition, Consultant will own any intellectual property that it develops, creates, or
<br />otherwise acquires, excluding City’s intellectual property, while performing the services,
<br />unless otherwise mutually agreed to and expressly set forth in Exhibit A. For services that
<br />are purchased, developed, or created under this Agreement, upon receipt of City’s
<br />payment for such services, Consultant hereby grants City a perpetual, non-exclusive, non-
<br />transferable, fully-paid license to use and reproduce the services as originally configured
<br />and deployed for the limited purpose of conducting City internal business. Consultant
<br />reserves all other intellectual property rights not expressly granted herein
<br />9.2 Consultant’s Books and Records. Consultant 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 Consultant to this Agreement.
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