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States or of any other nation. DesignLAB agrees to indemnify, to defend, and to hold
harmless the City of Nashua, its representatives, and employees from any claim or action
seeking to impose liability, costs, and attorney fees incurred as a result of or in connection
with any claim, whether rightful or otherwise, that any material prepared by or supplied to
DesignLAB infringes any copyright or that any equipment, material, or process (or any
part thereof) specified by DesignLAB infringes any patent.
DesignLAB shall have the right, in order to avoid such claims or actions, to substitute at
its expense non-infringing materials, concepts, products, or processes, or to modify such
infringing materials, concepts, products, or processes so they become non- infringing, or
to obtain the necessary licenses to use the infringing materials, concepts, products, or
processes, provided that such substituted or modified materials, concepts, products, or
processes shall meet all the requirements and be subject to all the terms and conditions of
this contract.
FINAL ACCEPTANCE Upon completion of all work under the contract, DesignLAB shall
notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the
City of Nashua shall confirm to DesignLAB in writing that the whole of the work was
completed on the date indicated in the notice or provide DesignLAB with a written list of
work not completed. With respect to work listed by the City of Nashua as incomplete,
DesignLAB shall promptly complete the work and the final acceptance procedure shall be
repeated. The date of final acceptance of a project by the City of Nashua shall be the date
upon which the Board of Public Works or other designated official accepts and approves
the notice ofcompletion.
TAXES DesignLAB shall pay all taxes, levies, duties, and assessments of every nature due
in connection with any work performed under the contract and make any and all payroll
deductions required by law. The contract sum and agreed variations to it shall include all
taxes imposed by law. DesignLAB hereby indemnifies and holds harmless the City of
Nashua from any liability on account of any and all such taxes, levies, duties, assessments,
and deductions.
NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract
shall be considered waived by the City of Nashua. There shall be no waiver of any past or
future default, breach, or modification of any of the terms and conditions of the contract
unless expressly stipulated to by the City of Nashua in a written waiver.
RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights
and remedies available under the contract shall be in addition to and not a limitation of any
duties, obligations, rights, and remedies otherwise imposed or available by law.
PROHIBITED INTERESTS DesignLAB shall not allow any officer or employee of the City
of Nashua to have any indirect or direct interest in this contract or the proceeds of this
contract. DesignLAB warrants that no officer or employee of the City of Nashua has any
direct or indirect interest, whether contractual, no contractual, financial or otherwise, in
this contract or in the business of DesignLAB. If any such interest comes to the attention
of DesignLAB at any
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