materials to the City. 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. Service Provider shall not be responsible
for any claims arising out of the City’s extraction or modification of the such material, or for any
claims artsing out of the use of such materials by the City for any other purpose than that which ts
expressly set forth under this Contract.
Zz. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Excluding Services Provider's pre-
existing work and intellectual property, Service Provider expressly agrees that all documents ever
submitted, filed, or deposited with the City by Service Provider (including those remitted to the
City by Service Provider 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 m 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 shall be the subject of any application for a copynght or patent by or on behalf
of Service Provider. The City shall have the right to reproduce any such materials.
Service Provider 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, avainst 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. Service Provider 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 Service Provider
infringes any copynght or that any equipment, material, or process (or any part thereof) specificd
by Service Provider infringes any patent.
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 matcrials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.
23. FINAL ACCEPTANCE. Upon completion of all work under the contract, Service Provider
shall notify the City in writing of the date of the completion of the work and request confirmation
of the completion from the City. Upon receipt of the notice, the City shall confirm to Service
Provider in writing that the whole of the work was completed on the date indicated in the notice
or provide Service Provider with a written list of work not completed. With respect to work listed
by the City as incomplete, Service Provider shall promptly complete the work and the final
acceptance procedure shall be repeated. The date of final acceptance of a project by the City shall
be the date upon which the Board of Public Works or other designated official accepts and
approves the notice of completion.
24. TAXES. The City shall pay or reimburse Service Provider, as appropriate, for all
categories of taxes, other than income tax, including without limitation, use, sales consumer, local
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