20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs, negatives or
21.
other documents, data, drawings or other materials, inciuding but not limited to those contained in
media of any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Professional
Consultant in the performance of its obligations under this contract shall be the exclusive property
of the City of Nashua and all such materials shall be remitted and delivered, at Professional
Consultant's expense, by Professional Consultant 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 Consultant, 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 Consultant
in the performance of its obligations under this contract must be retained by Professional
Consultant 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 Consultant shall promptly remit and deliver the materials,
at Professional Consultant's expense, to the City of Nashua. Professional Consultant shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance of
Professional Consultant's obligations under this contract without the prior written consent of the
City of Nashua.
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Consultant expressly agrees
that all documents ever submitted, filed, or deposited with the City of Nashua by Professional
Consultant (including those remitted io the City of Nashua by Professional Consultant 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 availabie 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 Consultant in the performance of its
obligations under this contract shal] be the subject of any application for a copyright or patent by
or on behalf of Professional Consultant. The City of Nashua shall have the right to reproduce any
such materials. Notwithstanding any provision to the contrary contained in this Agreement,
Professional Consultant shail retain scle ownership to its preexisting information including but not
limited to computer programs, software, standard details, figures, templates and specifications to
the extent that Professional Consultant identifies each element of all such information to the City of
Nashua simultaneously with the provision of the same
Professional Consultant 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 Consultant
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 Consultant infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Consultant infringes any patent.
Professional Consultant shall have the right, in order to avoid such claims or actions, to substitute
atits 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
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