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for matters not within the scope of the Services.
<br />5. Point of Contact. The City employee identified in Section 10 below will serve as
<br />the City's principal point of contact for purposes of this Agreement.
<br />6. Relationship. The Provider shall at all times be an independent contractor for the
<br />performance of the Services rather than an employee of the City, and no act or omission to act by
<br />the Provider shall in any way bind or obligate the City. This Agreement is strictly for the benefit
<br />of the Parties and not for any third party or person. This Agreement was negotiated by the Parties
<br />at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to
<br />consult with independent legal counsel. Neither party shall maintain that the language in the
<br />Agreement shall be construed against any signatory hereto. The City and the Provider hereby
<br />renounce the existence of any form of agency relationship, joint venture, or partnership between
<br />the Provider and the City and agree that nothing contained herein or in any document executed in
<br />connection herewith shall be construed as creating any such relationship between the City and the
<br />Provider.
<br />7. Indemnification of City. The Provider hereby agrees to defend, indemnify, and
<br />hold harmless the City, its officials, employees, and agents from any and all claims of any nature
<br />which arise from the performance by the Provider under this Agreement and from all costs and
<br />attorney fees in connection therewith, excepting for claims arising out of the negligence of the
<br />City, its officials, directors, employees, and agents. The obligations of the Provider under this
<br />section shall survive the termination of this Agreement.
<br />&. Work Product; Ownership', License to Data. The Provider will submit its work
<br />product (including, but not limited to, Data (as defined below)) to the City in accordance with the
<br />terms of the Proposal and this Agreement. Subject to the terms hereof and of the Proposal,
<br />Provider hereby grants to City a perpetual, non-exclusive, non-transferrable license, without the
<br />right to sublicense, to access all product image data and map files corresponding to a single
<br />complete RoadBot assessment (the "Data"). City hereby acknowledges and agrees that Provider
<br />owns all proprietary rights, including, without limitation, all patent, copyright, trade secret,
<br />database rights, trademark, know-how and other intellectual property rights in and to the Data
<br />necessary to grant the licenses and offer the services contemplated by this Agreement and the
<br />Proposal (collectively, the "Provider Intellectual Property"). Sponsor agrees that except as
<br />expressly set forth herein, Provider will retain such ownership in and to the Provider Intellectual
<br />Property, together with any related corrections, bug fixes, enhancements, updates, feedback,
<br />comments, bug reports, test results, suggestions or other modifications thereto, whether made by
<br />City, Provider, or any third party. Additionally, City hereby agrees that the license granted under
<br />this Agreement does not provide City with title to or ownership of the Data, but only a right of
<br />limited use thereof under the terms and conditions of this Agreement. Under no circumstances
<br />shall City sell, license, sublicense, publish, display, distribute, assign or otherwise transfer to any
<br />other party the Data, or any copy thereof, in whole or in part, accept as permitted in this Agreement.
<br />City agrees that Provider may develop one or more databases containing the Data and may analyze,
<br />sell, or redistribute the Data or any part thereof.
<br />9. Assignment. The Provider shall not assign or subcontract the whole or any part of
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