21.
22.
23.
24.
deliver the materials, at Independent Contractor's expense, to the City of Nashua. Independent Contractor shall
not use, willingly allow or cause to have such materials used for any purpose other than the performance of
Independent Contractor's obligations under this contract without the prior written consent of the City of Nashua.
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Independent Contractor (including those
remitted to the City of Nashua by Independent Contractor 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 Independent Contractor 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 Independent Contractor. The City of Nashua shall have
the right to reproduce any such materials.
Independent Contractor 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.
Independent Contractor 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 Independent Contractor infringes any copyright or that any equipment, material, or process (or
any part thereof) specified by Independent Contractor infringes any patent.
Independent Contractor 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 shal! meet all the requirements and be subject to all the terms and conditions of this
contract.
FINAL ACCEPTANCE Upon completion of all work under the contract, Independent Contractor shall notify the
City of Nashua in writing of the date of the completion of the work and request confirmation of the completion
from the City of Nashua. Upon receipt of the notice, the City of Nashua shall confirm to Independent Contractor
in writing that the whole of the work was completed on the date indicated in the notice or provide Independent
Contractor with a written list of work not completed. With respect to work listed by the City of Nashua as
incomplete, Independent Contractor shall promptly complete the work and the final acceptance procedure shall be
repeated. The date of final acceptance of a project by the City of Nashua shall be the date upon which the
designated official accepts and approves the notice of completion.
TAXES Independent Contractor 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. Independent Contractor
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.
GC 8 of 9
