21.
Ordinarily, ownership of Instruments of Professional Service is maintained by the Professional
Engineer; however, in this instance the Professional Engineer shall transfer ownership to the City
of Nashua upon receipt of final payment for the services and all such materials shall be remitted
and delivered, at Professional Engineer's expense, by Professional Engineer 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 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 of
Nashua, in writing, requests any or all of the materials, then Professional Engineer shall promptly
remit and deliver the materials, at Professional Engineer's expense, to the City of Nashua.
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 of Nashua.
The City of Nashua acknowledges that the Professional Engineer’s Instruments of Service are not
represented to be suitable for use or reuse for any other applications or site without written
verification from the Professional Engineer and any such use or reuse without written verification
from the Professional Engineer will be at the City of Nashua’s sole risk and without liability to
the Professional Engineer.
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Engineer expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Professional
Engineer (including those remitted to the City of Nashua by Professional Engineer pursuant to
paragraph 20), 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 of Nashua 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 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 or of any other nation. Professional Engineer
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 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
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.
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