21, 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 Professional Engineer 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
Professional Engineer's expense, by Professional Engineer to the City upon completion,
termination, or cancellation of this contract. Alternatively, if the City provides its written
approval to Professional Engineer, 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 Professional
Engineer in the performance of its obligations under this contract must be retained by
Professional Engineer 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 Professional Engincer shall promptly remit and deliver
the materials, at Professional Engineer's expense, to the City. Professional Engineer shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance
of Professional Engineer's obligations under this contract without the prior written consent of the
City.
22. PUBLIC RECORDS LAw, COPYRIGHTS, AND PATENTS. Professional Engineer expressly
agrees that all documents ever submitted, filed, or deposited with the City by Professional
Engineer (including those remitted to the City by Professional Engineer pursuant to paragraph
21), 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.
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 Professional Engineer 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 Professional Engineer. The City shall have the right to reproduce any such
materials,
Professional Engineer 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. Professional Engineer 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
Professional Engineer infringes any copyright or that any equipment, material, or process (or any
part thereof) specified by Professional Engineer infringes any patent.
Professional Engineer 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
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