20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or
21.
other documents, 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 Consultant
in the performance of its obligations under this contract shall be the exclusive property of the City
of Nashua and all such materials shall be remitted and delivered, at Professional Consultant's
expense, by Professional Consultant to the City of Nashua upon completion, termination, or
cancellation of this contract. Alternatively, if the City of Nashua provides its written approval to
Professional Consultant, any books, reports, studies, photographs, negatives or other documents,
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 Consultant in the performance
of its obligations under this contract must be retained by Professional Consultant 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 of Nashua, in writing, requests any or all of the materials, then
Professional Consultant shall promptly remit and deliver the materials, at Professional Consultant's
expense, to the City of Nashua. Professional Consultant shall not use, willingly allow or cause to
have such materials used for any purpose other than the performance of Professional Consultant's
obligations under this contract without the prior written consent of the City of Nashua.
PUBLIC RECORDS LAW, COPYRIGHTS, PATENTS Professional Consultant expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Professional Consultant
(including those remitted to the City of Nashua by Professional Consultant pursuant to paragraph
20), unless designated as confidential by a specific statute 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, 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 Consultant 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 Consultant. The City of Nashua shall have the right to reproduce any such materials.
Notwithstanding any provision to the contrary contained in this Agreement, Professional Consultant
shall retain sole ownership to its preexisting information including but not limited to computer
programs, software, standard details, figures, templates and specifications to the extent that
Professional Consultant identifies each element of all such information to the City of Nashua
simultaneously with the provision of the same
Professional Consultant expressly 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 of Nashua or any of its officers or employees, in either their official or
individual capacity of the City of Nashua, for violations of or infringement of the copyright or patent
laws of the United States. Professional Consultant 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 reasonable 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
Consultant infringes any copyright or that any equipment, material, or process (or any part thereof)
specified by Professional Consultant infringes any patent.
Professional Consultant 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
GC 9 of 11
