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"Termination Date"),
<br />Upon termination of this Agreement for any reason, all data, electronic files, documents,
<br />procedures, reports, estimates, summaries other work papers, financial statements and any other
<br />supporting documents, whether completed or in process, accumulated by the Provider or
<br />prepared or provided by BPW or the Provider relating to this Agreement or the Requested
<br />Services shall be and remain the property of City and be delivered to the City in a usable form
<br />within sixty (60) days of the Termination Date of this Agreement. The City shall retain or be
<br />granted by the Provider without restriction all title, ownership, or intellectual property rights,
<br />including copyright, patent, trademark, and trade secret rights, in any data gathered or generated
<br />by the Provider in performance of the Requested Services under this Agreement,
<br />B. Default Any failure by either party to perform any term or provision of this
<br />Agreement, which failure continues uncured for a period of twenty (20) Days following written
<br />notice of such failure from the other party (the "Default Notice"), unless such period is extended
<br />by written mutual consent, shall constitute a default under this Agreement. Any Default Notice
<br />given pursuant to the preceding sentence shall specify the nature of the alleged failure and, where
<br />appropriate, the manner in which said failure satisfactorily may be cured. If the nature of the
<br />alleged failure is such that it cannot reasonably be cured within such 20-day period, then the
<br />commencement of the cure within such time period, and the diligent prosecution to completion
<br />of the cure thereafter, shall be deemed to be a cure within such 20-day period. Upon the
<br />occurrence of a default under this Agreement, the non -defaulting party may institute legal
<br />proceedings to enforce the terms of this Agreement or, in the event of a material default,
<br />terminate this Agreement. If the default is cured, then no default shall exist and the noticing party
<br />shall take no further action.
<br />C. Misrepresen.tations. Notwithstanding any other provision of this Agreement to
<br />the contrary, if a party intentionally, knowingly or recklessly makes a written representation
<br />materially related to the provision of the Requested Services or the obligations of said party
<br />under this Agreement, the other party may terminate the agreement immediately upon delivery of
<br />a Default Notice.
<br />D. Close -Out. In the event that the Provider expends funds or perform services that
<br />are less than the Contract Amount or if this Agreement is canceled, expired, or terminated for
<br />any reason, the Contract Amount not incurred or claimed by the Provider shall be no longer
<br />available under this Agreement after all compensation earned as of the date the Provider received
<br />written notification of the cancellation or termination has been paid.
<br />SECTION 7. Confidentiality, Conflict of Interest, and Disclosure.
<br />A. Confidential In orniation. The Provider acknowledges that information which the
<br />BPW regards as confidential or proprietary in nature ("Information"), may come to the
<br />knowledge of the Provider during the Provider's performance of the Requested Services, The
<br />Provider shall treat the Information as strictly confidential and agrees that the Provider will not,
<br />at any time or in any manner, either directly or indirectly, (i) use, or allowed to be used, any
<br />Information for the Provider's own benefit or the benefit of any director, official, employee or
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