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covenants upon which the City may claim reliance. The City further acknowledges that the GPL's
<br />initiatives may use relatively new, little -used and little -studied tools. Accordingly, the City
<br />understands and agrees that the GPL does not hereby, and will not hereafter, warrant or make any
<br />representations concerning the accuracy of ideas, judgments, opinions, projections, analyses or
<br />estimates which any person from or agent of the GPL provides to the City (collectively, "Work
<br />Product"). The City further agrees that (i) any decision the City may make to rely on any Work
<br />Product shall be at its own risk; and (ii) neither the GPL nor any person from or agent of the GPL
<br />shall be liable to the City for, and the City shall not make any claim against any such person or
<br />agent or the GPL relating to, any claims, liabilities, losses, damages, costs or expenses of any kind
<br />which the City may at any time sustain or incur in connection with or arising out of any Work
<br />Product or the City's reliance thereon or use thereof, other than claims, liabilities, losses, damages,
<br />costs and expenses resulting from the gross negligence or intentional misconduct of any such
<br />person or agent of the GPL. Without limiting the foregoing, in no event shall the GPL or any person
<br />from or agent of the GPL be liable for any indirect, consequential, exemplary or punitive damages
<br />whatsoever in connection with claims arising under or relating to the Work Product or any other
<br />GPL services, whether based upon a claim or action of contract, warranty, negligence, strict
<br />liability, or any other legal theory or cause of action, even if advised of the possibility of such
<br />damages.
<br />Intellectual Property and Publication Rights
<br />Created Materials. The term Intellectual Property as used herein comprises works subject to
<br />copyright and inventions, whether or not patentable, including materials, notes, designs, technical
<br />data, research, reports, documentation, and other information related thereto.
<br />With reference to the GPL's services under this Work Plan, the City shall retain ownership of all
<br />relevant Intellectual Property developed and/or purchased by the City or on the City's behalf prior
<br />to the adoption of the Work Plan and of all relevant Intellectual Property developed and/or
<br />purchased on the City's behalf without the active participation of the GPL under the Work Plan.
<br />The GPL shall be the sole and exclusive owner of all rights, title, and interest in and to the
<br />Intellectual Property made, provided or created by or on behalf of the GPL under this Work Plan
<br />("Created Materials") and any modifications to the Created Materials, including all intellectual
<br />property rights associated therewith (including without limitation any inventions, creations, and
<br />improvements whether or not patentable or copyrightable, conceived or made in connection with
<br />the performance of obligations hereunder), whether alone or with any contribution from the City
<br />or its personnel. To the extent the City or its personnel may acquire any right or interest therein by
<br />operation of law, the City hereby irrevocably assigns all such right and interest exclusively to the
<br />GPL.
<br />The GPL hereby grants to the City a fully paid, royalty -free, non-exclusive, worldwide, irrevocable,
<br />perpetual, assignable license to use, reproduce, distribute, modify, transmit, and sublicense that
<br />
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