16.
17.
18.
19.
documentation of any effect of the change in terms of both time and cost of performing the
contract.
ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Contractor shall not assign, transfer,
delegate, or subcontract any rights, obligations, or duties under this contract without the prior
written consent of the City. Any such assignment, transfer, delegation, or subcontracting without
the prior written consent of the City is void. Any consent of the City to any assignment, transfer,
delegation, or subcontracting shall only apply to the incidents expressed and provided for in the
written consent and shall not be deemed to be a consent to any subsequent assignment, transfer,
delegation, or subcontracting. Any such assignment, transfer, delegation, or subcontract shall
require compliance with or shall incorporate all terms and conditions set forth in this agreement,
including all incorporated Exhibits and written amendments or modifications. Subject to the
foregoing provisions, the contract inures to the benefit of, and is binding upon, the successors
and assigns of the parties.
DISPOSITION OF CONTRACT MATERIALS. Any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials, including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Contractor in the
performance of its obligations under this contract shall be the exclusive property of the City and
all such materials shall be remitted and delivered, at Contractor's expense, by Contractor to the
City upon completion, termination, or cancellation of this contract. Alternatively, if the City
provides its written approval to Contractor, any books, reports, studies, photographs, negatives or
other documents, data, drawings or other materials including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Contractor in the
performance of its obligations under this contract must be retained by Contractor for a minimum
of four years after final payment is made and all other pending matters are closed. If, at any time
during the retention period, the City, in writing, requests any or all of the materials, then
Contractor shall promptly remit and deliver the materials, at Contractor's expense, to the City.
Contractor shall not use, willingly allow or cause to have such materials used for any purpose
other than the performance of Contractor's obligations under this contract without the prior written
consent of the City.
PuBLic REcorps Law. Contractor expressly agrees that all documents ever submitted, filed, or
deposited with the City by Contractor unless designated as confidential by a specific statue of the
State of New Hampshire, shall be treated as public records and shall be available for inspection
and copying by any person, or any governmental entity.
COPYRIGHTS AND PATENTS. No books, reports, studies, photographs, negatives or other
documents, data, drawings or other materials including but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Contractor in the
performance of its obligations under this contract shall be the subject of any application for a
copyright or patent by or on behalf of Contractor. The City shall have the right to reproduce any
such materials.
Contractor expressly and indefinitely waives all of its rights to bring, including but not limited to, by
way of complaint, interpleader, intervention, or any third party practice, any claims, demands,
suits, actions, judgments, or executions, for damages or any other relief, in any administrative or
judicial forum, against the City or any of its officers or employees, in either their official or
individual capacity, for violations of or infringement of the copyright or patent laws of the United
States or of any other nation. Contractor agrees to indemnify, to defend, and to hold harmless
the City, 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 Contractor infringes any copyright or that
any equipment, material, or process (or any part thereof) specified by Contractor infringes any
patent.
Contractor 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
GC -60f 8
