17.
18.
19.
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) supplied to Service Provider by the City of
Nashua in the performance of its obligations under this contract shall be the exclusive properiy of
the City of Nashua and all such materials shall be remitted and delivered, at Service Provider's
expense, by Service Provider to the City of Nashua upon completion, termination, or cancellation
of this contract. Alternatively, if the City of Nashua provides its written approval to Service
Provider, 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 Service Provider in the performance of its obligations
under this contract must be retained by Service Provider 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 Service Provider
shall promptly remit and deliver the materials, at Service Provider's expense, to the City of Nashua.
Service Provider shall not use, willingly allow or cause to have such materials used for any purpose
other than the performance of Service Provider's obligations under this contract without the prior
written consent of the City of Nashua. Notwithstanding the foregoing, Service Provider shall be
entitled to retain a copy of information and documents for professional, regulatory, and litigation
purposes. Notwithstanding anything in paragraph 18 or the Agreement, it is acknowledged and
agreed that any and all documentation and intellectual property created by Supplier to offer the
Services to City, including user data, shall remain the intellectual property of the Service Provider
and no transfer of ownership will occur.
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Service Provider expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Service Provider
(including those remitted to the City of Nashua by Service Provider 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.
Service Provider 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.
TAXES Service Provider shall pay all taxes, levies, duties, and assessments of every nature due in
connection with any work performed under the contract and make any and all payroll deductions
required by law. The contract sum and agreed variations to it shall include all taxes imposed by
law. Service Provider hereby indemnifies and holds harmless the City of Nashua from any liability
on account of any and all such taxes, levies, duties, assessments, and deductions.
NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall
be considered waived by the City of Nashua. There shall be no waiver of any past or future default,
breach, or modification of any of the terms and conditions of the contract unless expressly
stipulated to by the City of Nashua in a written waiver. Failure by either party to enforce any
provision of this Agreement (whether in any one or more instance) shall not be deemed a waiver
of future enforcement of that or any other provision.
Exhibits Page 8 of 13
