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Master Services MSA between City of San Leandro and 11/17/2021 <br />VIP for Accela Improvements Page 17 of 18 <br />12.3 VIP shall not incorporate any VIP IP into the Deliverables that would limit City’s use of the <br />Deliverables without City’s written approval. To the extent that VIP incorporates any VIP IP into the <br />Deliverables, VIP hereby grants to City a non-exclusive, irrevocable, perpetual, worldwide, royalty- <br />free license to use and reproduce the VIP IP to the extent required to fully utilize the Deliverables. <br />12.4 VIP acknowledges and agrees that, notwithstanding any provision herein to the contrary, <br />City’s Intellectual Property (“City IP”) in the information, documents and other materials provided to <br />VIP shall remain the sole and exclusive property of City, and City grants to VIP a non-exclusive, <br />royalty-free, non-transferable license to use and reproduce City IP solely for the purposes of <br />performing its obligations under this Agreement. VIP shall return any information, documents or <br />materials provided by City pursuant to this Agreement and all copies thereof (including Confidential <br />Information, as defined in Section Error! Reference source not found., below) upon the earlier of <br />City’s request or the expiration or termination of this Agreement, unless retention is permitted or <br />required by the terms of this Agreement. <br />SIGNATURES ON FOLLOWING PAGE <br />DocuSign Envelope ID: 9F9DB541-0E42-4025-BA38-8A30B1B769DBDocuSign Envelope ID: A6E6ED1E-C240-4C45-AFA2-3D4A68C228A1