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C. Ownership of Materials BWG warrants that Consideration as outlined above constitutes full payment for services rendered. The City will be the sole owner of all materials produced for the City by BWG. Any rewards, monetary or otherwise, received from any materials produced will belong to the City. Section 3. Warranties and Representations A. The City warrants and represents to BWG that it has the right and authority to enter into this Agreement and that this Agreement does not conflict with any other agreement or obligation of the City. B . BWG warrants and represents to the City that it has the right and authority to enter into this Agreement and to provide the City with the services described in Section 1, and that this Agreement does not conflict with any other agreement or obligation of BWG. Section 4. Confidentiality A. BWG agrees to treat as confidential any work produced by BWG hereunder, as well as any information the City has provided to BWG, whether now or in the future, in connection with the performance of services under this Agreement (the "Information "). This provision shall survive termination of this Agreement. B. The confidentiality and use obligations set forth above apply to all or any part of any Information provided before or after the effective date of this Agreement except to the extent that: 1) BWG can show by written record that it possessed the Information prior its receipt from the City; 2) The Information was already available to the public or became so through no fault of BWG; 3) The Information is subsequently disclosed to BWG by a third party that has the right to disclose it to BWG free of any obligations of confidentiality; or 4) Five (5) years have elapsed from the later of the date of this Agreement or the disclosure of the Information to BWG by the City. - 3 -