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6.7 Ownership - IDC shall retain: all rights in all materials developed by IDC and any inventions, creations and
improvements whether or not patentable or copyrightable, conceived or made in connection with the performance
of its obligations hereunder, even if modifications or enhancements are paid for by the Client: Any and all software
or other intellectual property required to be delivered to Client hereunder shall be subject to IDC Standard License
Agreement a copy of which is attached hereto. as Appendix D
6.8 Non-Solicitation - Client agrees not to knowingly solicit for employment, without the prior written consent of IDC
management, any employee or agent of the other party who performs work during the term of this Agreement and
for until two (2) years after said person has ceased performing any such work.
6.9 Assignment - This Agreement shall bind and inure to the benefit of the permitted successors and assigns of the
parties. IDC reserves the right te assign and/or subcontract services to qualified agents at 1DC's sole discretion.
6.10 Waiver - The failure of either party to. exercise any of lis rights or to enforce any of the provisions of ‘this
Agreement on any occasion shall not be a waiver of such right or provision, nor affect the right of such party
thereafter to-enforce each and every provision of this Agreement.
§.11 Headings ~ The headings in this Agreement are for purposes of reference only and shall not limit or affect any of
fhe terms hereof.
6.12 Statute of Limitations - No action, regardless of form, may be brought by either party more than two (2) years
after the cause of action has accrued, or in the case of any action for nonpayment, more than. two (2) years from
the date the last payrnent was due.
6.43 Relationship - Nothing contained in this Agreement shall be construed to imply a partnership, joint venture or
principal and agent. relationship between IDC and Cliént and neither party shall have any right, power or authority
to create any obligation, express or implied, on behalf of the other party.
6.14 Severability ~ if any provisions of this Agreement are invalid under any applicable statute or rule of law, then the
affected provision shall be curtailed and limited only to the extent necessary to bring said provision within legal
requirements and this Agreement as so modified shall continue in full-force and effect.
6.18 Notices - Any notices required or permitted to be made or given to either party hereto will be sufficiently made or
given on the date of mailing, via certified mail or overnight carrier, if sent to such party addressed to it at its
address set forth below, or to such other address as it shall designate by written notice fo the other party:
IDC: Intenwaré. Development Company, inc.
199 Route 101; Building 7A; POB 6240.
Amherst, NH 04031 Street
Atin: President
Client The City of Nashua.
229 Main Street
Nashua, NH 03060.
Patricia Piecuch, Clty Clerk
6.16 Hold Harmless - Each party (as. "Indernnitor’) shall hold harmless and indemnify the other party (as
“Indemnitee") from all damages to the other parly's tangible property and from all claims and liability for personal
